NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR
RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE,
PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT (SEE “OFFER AND
DISTRIBUTION RESTRICTIONS” BELOW).
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.
WPP (NYSE: WPP) today issued the following statement:
WPP Finance 2010 (“WPP”) announced today the commencement of an
offer to purchase (the “Offer”) any and all of the outstanding
notes listed in the table below (collectively, the “Notes”). The
Offer is being made upon, and is subject to, the terms and
conditions set forth in the Offer to Purchase, dated May 1, 2019
(the “Offer to Purchase”). The purpose of the Offer is to provide
liquidity to Holders and to proactively manage WPP’s indebtedness
and reduce its ongoing interest expense. Capitalised terms used in
this announcement but not defined have the meaning given to them in
the Offer to Purchase.
Summary of the Offer
The following table sets forth some of the terms of the Offer,
which are more fully set out in the Offer to Purchase:
Title of Security CUSIP / ISIN Numbers
Aggregate Principal Amount Outstanding Reference Treasury
Security Bloomberg Reference Page Fixed Spread (basis
points) 5.125% Notes due September 2042 92936M AD9 /
US92936MAD92 US $271,578,000 3.375% U.S. Treasury Notes due
November 2048 FIT1 220 5.625% Notes due November 2043 92936M AE7 /
US92936MAE75 US $450,310,000 3.375% U.S. Treasury Notes due
November 2048 FIT1 220
The Offer will expire at 5:00 p.m. (Eastern time) on May 7, 2019
(such date and time, as the same may be extended, the “Expiration
Date”). Notes tendered may be validly withdrawn at any time at or
prior to 5:00 p.m. (Eastern time) on May 7, 2019 (such date and
time, as the same may be extended, the Withdrawal Date), but not
thereafter. The Results Announcement Date is expected to be May 8,
2019, unless the Offer is extended. The “Settlement Date” will be
promptly following the Expiration Date and is expected to be May
10, 2019, which is the third business day after the Expiration
Date.
Upon the terms and subject to the conditions set forth in the
Offer to Purchase, the consideration for each $1,000 principal
amount of each series of Notes validly tendered at or prior to the
Expiration Date or the Guaranteed Delivery Date pursuant to the
guaranteed delivery procedures, and accepted for purchase (the
“Total Consideration”), will be payable in cash and will be
determined in accordance with standard market practice, as
described in the Offer to Purchase, with reference to the
Settlement Date and a yield to maturity equal to the applicable
reference yield plus the applicable fixed spread, which reference
yield shall be based on the bid-side price of the applicable
Reference Treasury Security specified in the above table at 12:00
noon (Eastern time) on May 7, 2019 (such time and date, as the same
may be extended, the "Price Determination Date"). WPP will announce
the applicable Total Consideration for each series of Notes as soon
as practicable after they are determined by the Dealer Managers on
the Price Determination Date.
In addition to the applicable Total Consideration, holders whose
Notes are accepted for purchase will be paid accrued and unpaid
interest on such Notes to, but not including, the Settlement Date
(“Accrued Interest”). Interest will cease to accrue on the
Settlement Date for all Notes accepted.
WPP’s obligation to accept Notes tendered in the Offer is
subject to the satisfaction of certain conditions described in the
Offer to Purchase. WPP reserves the right, subject to applicable
law, to waive any and all conditions to any Offer.
Holders are advised to check with any bank, securities broker
or other intermediary through which they hold Notes as to when such
intermediary needs to receive instructions from a holder in order
for that holder to be able to participate in, or (in the
circumstances in which revocation is permitted) revoke their
instruction to participate in the Offer before the deadlines
specified herein and in the Offer to Purchase. The deadlines set by
each clearing system for the submission and withdrawal of tender
instructions will also be earlier than the relevant deadlines
specified herein and in the Offer to Purchase.
Where to Obtain Information
For additional information regarding the terms of the Offer,
please contact the Dealer Managers at ING Financial Markets LLC at
+1 (877) 446-4930 (toll free) or +1 646 424 8972 (collect) or +44
20 7767 6784 (Europe), J.P. Morgan Securities LLC at +1 (866)
834-4666 (toll free) or + 1 212 834-3424 (collect) and Merrill
Lynch International at +1 (980) 387-3907 (collect) or +1 (888)
292-0070 (toll free), +44-20-7996-5420 (Europe) or
DG.LM_EMEA@baml.com. Requests for documents and questions regarding
the tendering of Notes may be directed to the Tender Agent, D.F.
King & Co., Inc at +1 (866) 745-0267 (toll free) or +1 (212)
269-5550 or wpp@dfking.com.
The Offer to Purchase may be obtained by Holders at the
following web address, or by contacting the Dealer Managers or the
Tender Agent:
www.dfking.com/wpp
Market Abuse Regulation
This announcement is released by WPP Finance 2010 and
contains information 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 Offer described above. For the purposes of MAR and Article 2
of Commission Implementing Regulation (EU) 2016/1055, this
announcement is made by Paul Richardson of WPP Finance
2010.
Disclaimer
This announcement must be read in conjunction with the Offer to
Purchase. This announcement and the Offer to Purchase contain
important information which should be read carefully before any
decision is made with respect to the Offer. If any Holder is in any
doubt as to the contents of the Offer to Purchase or the action it
should take, it is recommended to seek its own financial advice,
including in respect of any tax consequences, from its broker, bank
manager, solicitor, accountant or other independent financial, tax
or legal adviser. Any individual or company whose Notes are held on
its behalf by a broker, dealer, bank, custodian, trust company or
other nominee must contact such entity if it wishes to tender such
Notes pursuant to the Offer. None of WPP, the Dealer Managers or
the Tender Agent or any of their respective directors, employees or
affiliates makes any recommendation whether Holders should tender
Notes pursuant to the Offer.
Offer and Distribution Restrictions
The distribution of this announcement and/or the Offer to
Purchase in certain jurisdictions may be restricted by law. Persons
into whose possession this announcement and/or the Offer to
Purchase come(s) are required by WPP, the Dealer Managers and the
Tender Agent to inform themselves about, and to observe, any such
restrictions. Nothing in this announcement nor the Offer to
Purchase constitutes an offer to buy or a solicitation of an offer
to sell the Notes (and tenders of Notes in the Offer will not be
accepted from any Holders) in any circumstances in which such offer
or solicitation is unlawful. In those jurisdictions where the
securities, blue sky or other laws require the Offer to be made by
a licensed broker or dealer and any Dealer Manager or any of the
Dealer Managers' respective affiliates is such a licensed broker or
dealer in any such jurisdiction, the Offer shall be deemed to be
made by such Dealer Manager or such affiliate, as the case may be,
on behalf of WPP in such jurisdiction.
Italy
None of the Offer, this announcement, the Offer to Purchase or
any other document or materials relating to the Offer have been or
will be submitted to the clearance procedures of the Commissione
Nazionale per le Società e la Borsa (“CONSOB”) pursuant to Italian
laws and regulations. Each Offer is being carried out in Italy as
an exempted offer pursuant to article 101-bis, paragraph 3-bis of
the Legislative Decree No. 58 of 24 February 1998, as amended (the
“Financial Services Act”) and article 35-bis, paragraph 4 of CONSOB
Regulation No. 11971 of 14 May 1999, as amended. Holders or
beneficial owners of the Notes that are located in Italy can tender
Notes for purchase in the Offer through authorized persons (such as
investment firms, banks or financial intermediaries permitted to
conduct such activities in the Republic of Italy in accordance with
the Financial Services Act, CONSOB Regulation No. 16190 of 29
October 2007, as amended from time to time, and Legislative Decree
No. 385 of 1 September 1993, as amended) and in compliance with
applicable laws and regulations or with requirements imposed by
CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with the Notes and/or the Offer.
United Kingdom
The communication of this announcement and the Offer to Purchase
by the Offeror and any other documents or materials relating to the
Offer is not being made and such documents and/or materials have
not been approved by an authorised person for the purposes of
section 21 of the Financial Services and Markets Act 2000 (the
“FSMA”). Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in
the United Kingdom. The communication of such documents and/or
materials as a financial promotion is exempt from the restriction
on financial promotions under section 21 of the FSMA on the basis
that it is only being made to those persons in the United Kingdom
falling within the definition of investment professionals (as
defined in Article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005 (the “Financial Promotion
Order”)) or persons who are within Article 43(2) of the
Financial Promotion Order or any other persons to whom it may
otherwise lawfully be made under the Financial Promotion Order.
France
The Offer is not being made, directly or indirectly, to the
public in the Republic of France (“France”). Neither this
announcement, the Offer to Purchase nor any other document or
material relating to the Offer has been or shall be distributed to
the public in France and only (i) providers of investment services
relating to portfolio management for the account of third parties
(personnes fournissant le service d'investissement de gestion de
portefeuille pour compte de tiers) and/or (ii) qualified investors
(investisseurs qualifiés), acting for their own account, with the
exception of individuals, within the meaning ascribed to them in,
and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of
the French Code monétaire et financier, and applicable regulations
thereunder, are eligible to participate in the Offer. Neither this
announcement nor the Offer to Purchase has not been and will not be
submitted for clearance to nor approved by the Autorité des Marchés
Financiers.
Belgium
None of this announcement, the Offer to Purchase nor any other
documents or materials relating to the Offer have been submitted to
or will be submitted for approval or recognition to the Belgian
Financial Services and Markets Authority (Autoriteit voor
financiële diensten en markten / Autorité des services et marchés
financiers) and, accordingly, the Offer may not be made in Belgium
by way of a public offering, as defined in Articles 3 and 6 of the
Belgian Law of 1 April 2007 on public takeover bids as amended or
replaced from time to time. Accordingly, the Offer may not be
advertised and the Offer will not be extended and none of this
announcement, the Offer to Purchase or any other documents or
materials relating to the Offer (including any memorandum,
information circular, brochure or any similar documents) has been
or shall be distributed or made available, directly or indirectly,
to any person in Belgium other than "qualified investors" in the
sense of Article 10 of the Belgian Law of 16 June 2006 on the
public offer of placement instruments and the admission to trading
of placement instruments on regulated markets, acting on their own
account. Insofar as Belgium is concerned, this announcement and the
Offer to Purchase have been issued only for the personal use of the
above qualified investors and exclusively for the purpose of the
Offer. Accordingly, the information contained in this announcement
and the Offer to Purchase may not be used for any other purpose or
disclosed to any other person in Belgium.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190501005656/en/
WPPPaul Richardson, 212-632-2200Chief Financial Officer
WPP (NYSE:WPP)
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