Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
September 08 2022 - 5:29AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 6-K
____________________
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the Month of September 2022
Commission File Number: 001-38303
______________________
WPP plc
(Translation of registrant's name into English)
________________________
Sea Containers, 18 Upper Ground
London, United Kingdom SE1 9GL
(Address of principal executive offices)
_________________________
Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F:
Form
20-F X Form 40-F
___
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(1): ___
Note: Regulation S-T Rule 101(b)(1) only permits the
submission in paper of a Form 6-K if submitted solely to provide an
attached annual report to security holders.
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(7): ___
Note: Regulation S-T Rule 101(b)(7) only permits the
submission in paper of a Form 6-K if submitted to furnish a report
or other document that the registrant foreign private issuer must
furnish and make public under the laws of the jurisdiction in which
the registrant is incorporated, domiciled or legally organized (the
registrant’s “home country”), or under the rules
of the home country exchange on which the registrant’s
securities are traded, as long as the report or other document is
not a press release, is not required to be and has not been
distributed to the registrant’s security holders, and, if
discussing a material event, has already been the subject of a Form
6-K submission or other Commission filing on EDGAR.
Forward-Looking Statements
In
connection with the provisions of the U.S. Private Securities
Litigation Reform Act of 1995 (the ‘Reform Act’), the
Company may include forward-looking statements (as defined in the
Reform Act) in oral or written public statements issued by or on
behalf of the Company. These forward-looking statements may
include, among other things, plans, objectives, beliefs,
intentions, strategies, projections and anticipated future economic
performance based on assumptions and the like that are subject to
risks and uncertainties. These statements can be identified by the
fact that they do not relate strictly to historical or current
facts. They use words such as ‘anticipate’,
‘estimate’, ‘expect’, ‘intend’,
‘will’, ‘project’, ‘plan’,
‘believe’, ‘target’, and other words and
similar references to future periods but are not the exclusive
means of identifying such statements. As such, all forward-looking
statements involve risk and uncertainty because they relate to
future events and circumstances that are beyond the control of the
Company. Actual results or outcomes may differ materially from
those discussed or implied in the forward-looking statements.
Therefore, you should not rely on such forward-looking statements,
which speak only as of the date they are made, as a prediction of
actual results or otherwise. Important factors which may cause
actual results to differ include but are not limited to: the impact
of outbreaks, epidemics or pandemics, such as the Covid-19 pandemic
and ongoing challenges and uncertainties posed by the Covid-19
pandemic for businesses and governments around the world; the
unanticipated loss of a material client or key personnel; delays or
reductions in client advertising budgets; shifts in industry rates
of compensation; regulatory compliance costs or litigation; changes
in competitive factors in the industries in which we operate and
demand for our products and services; our inability to realise the
future anticipated benefits of acquisitions; failure to realise our
assumptions regarding goodwill and indefinite lived intangible
assets; natural disasters or acts of terrorism; the Company’s
ability to attract new clients; the economic and geopolitical
impact of the Russian invasion of Ukraine; the risk of global
economic downturn; technological changes and risks to the security
of IT and operational infrastructure, systems, data and information
resulting from increased threat of cyber and other attacks; the
Company’s exposure to changes in the values of other major
currencies (because a substantial portion of its revenues are
derived and costs incurred outside of the UK); and the overall
level of economic activity in the Company’s major markets
(which varies depending on, among other things, regional, national
and international political and economic conditions and government
regulations in the world’s advertising markets). In addition,
you should consider the risks described in Item 3D, captioned
“Risk Factors,” which could also cause actual results
to differ from forward-looking information. In light of these and
other uncertainties, the forward-looking statements included in
this document should not be regarded as a representation by the
Company that the Company’s plans and objectives will be
achieved. Neither the Company, nor any of its directors, officers
or employees, provides any representation, assurance or guarantee
that the occurrence of any events anticipated, expressed or implied
in any forward-looking statements will actually occur. The Company
undertakes no obligation to update or revise any such
forward-looking statements, whether as a result of new information,
future events or otherwise.
EXHIBIT INDEX
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Exhibit No.
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Description
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1
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Share buyback programme dated 8 September 2022, prepared by WPP
plc.
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FOR IMMEDIATE
RELEASE
8 September
2022
WPP plc ("WPP")
Share buyback programme
WPP announces that it has today entered into a non-discretionary
agreement with Citigroup Global Markets Limited ("Citi") in
relation to the purchase by Citi, acting as riskless principal, of
WPP's ordinary shares of 10 pence each
("Ordinary
Shares") for an aggregate
purchase price of up to £170m (the
"Programme"). Ordinary Shares acquired by Citi under the
agreement will be simultaneously on-sold by Citi to WPP. The
purchase of shares in accordance with the Programme will take place
during the period commencing 8 September 2022 and ending no later
than 31 December 2022. The purpose of the Programme is to reduce
the share capital of WPP.
Any purchase of Ordinary Shares contemplated by this announcement
will be carried out on the London Stock Exchange and/or other
trading venues1 and
will be effected within certain pre-set parameters. WPP's
shareholders generally authorised WPP to purchase up to a maximum
of 112,249,376 Ordinary Shares at its 2022 Annual General
Meeting held on 24 May 2022, subject to certain limitations, and a
resolution to renew this authority is expected to be put to WPP's
2023 Annual General Meeting in the ordinary course (such authority,
as amended or renewed from time to time, the "Authority"). The aggregate number of Ordinary Shares
acquired by WPP pursuant to the Programme shall not exceed the
maximum number of Ordinary Shares which WPP is authorised to
purchase pursuant to the Authority. The current Authority expires
on the earlier of the date of the Annual General Meeting of WPP to
be held in 2023 and 1 September 2023. The Programme will be
executed in accordance with (and subject to the limits prescribed
by) the Authority and will be conducted within the parameters
prescribed by the Market Abuse Regulation 596/2014/EU (as in force
in the UK and as amended by the Market Abuse (Amendment)
(EU Exit) Regulations 2019), the Commission Delegated Regulation
2016/1052/EU (as in force in the UK and as amended by the
FCA's Technical Standards (Market Abuse Regulation) (EU Exit)
Instrument 2019) and in accordance with Chapter 12 of
the UK Listing Rules. Any market repurchase of Ordinary
Shares will be announced no later than 7.30am on the business day
following the calendar day on which the repurchase
occurred.
Citi will make any disclosures it is legally required to make in
relation to such transactions.
[1] Cboe BXE, Cboe CXE and
Turquoise.
Balbir Kelly-Bisla
Company Secretary
For further information:
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Investors and analysts
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Anthony
Hamilton
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+44
(0)7464 532 903
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Media
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Chris
Wade, WPP
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+44
(0)20 7282 4600
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Richard
Oldworth,
Buchanan
Communications
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+44
(0)20 7466 5000
+44
(0)7710 130 634
|
About WPP
WPP is the creative transformation company. We use the power of
creativity to build better futures for our people, planet, clients
and communities. For more information,
visit www.wpp.com.
ENDS
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
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WPP
PLC
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(Registrant)
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Date: 8
September 2022
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By:
______________________
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Balbir
Kelly-Bisla
|
|
|
Company
Secretary
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WPP (PK) (USOTC:WPPGF)
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