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 February 2024
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 ‘aim’,
‘anticipate’, ‘believe’,
‘estimate’, ‘expect’,
‘forecast’, ‘guidance’,
‘intend’, 'may', ‘will’,
‘should’, ‘potential’,
‘possible’, ‘predict’,
‘project’, ‘plan’, ‘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, epidemics or pandemics including restrictions on
businesses, social activities and travel; 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; changes in client advertising, marketing and
corporate communications requirements; 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, slower growth, increasing interest rates and
high and sustained inflation; supply chain issues affecting the
distribution of our clients’ products; 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; effectively managing the risks, challenges
and efficiencies presented by utilising Artificial Intelligence
(AI) technologies and partnerships in our business; 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” in the company's 2022 Annual Report on
Form 20-F, 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
|
Exhibit
No.
|
Description
|
|
1
|
Notification of Major Holdings dated 07 February 2024, prepared by
WPP plc.
|
TR-1: Standard form for notification of major holdings
1. Issuer Details
ISIN
Issuer Name
UK or Non-UK Issuer
2. Reason for Notification
|
An acquisition or disposal of voting rights
|
3. Details of person subject to the notification
obligation
Name
City of registered office (if applicable)
Country of registered office (if applicable)
4. Details of the shareholder
Full name of shareholder(s) if different from the person(s) subject
to the notification obligation, above
City of registered office (if applicable)
Country of registered office (if applicable)
5. Date on which the threshold was crossed or reached
6. Date on which Issuer notified
7. Total positions of person(s) subject to the notification
obligation
|
|
% of voting rights attached to shares (total of 8.A)
|
% of voting rights through financial instruments (total of 8.B 1 +
8.B 2)
|
Total of both in % (8.A + 8.B)
|
Total number of voting rights held in issuer
|
|
Resulting
situation on the date on which threshold was crossed or
reached
|
4.996150
|
0.000000
|
4.996150
|
53700562
|
|
Position
of previous notification (if applicable)
|
5.017032
|
0.000000
|
5.017032
|
|
8. Notified details of the resulting situation on the date on which
the threshold was crossed or reached
8A. Voting rights attached to shares
|
Class/Type of shares ISIN code(if possible)
|
Number of direct voting rights (DTR5.1)
|
Number of indirect voting rights (DTR5.2.1)
|
% of direct voting rights (DTR5.1)
|
% of indirect voting rights (DTR5.2.1)
|
|
JE00B8KF9B49
|
|
53700562
|
|
4.996150
|
|
Sub
Total 8.A
|
53700562
|
4.996150%
|
8B1. Financial Instruments according to (DTR5.3.1R.(1)
(a))
|
Type of financial instrument
|
Expiration date
|
Exercise/conversion period
|
Number of voting rights that may be acquired if the instrument is
exercised/converted
|
% of voting rights
|
|
|
|
|
|
|
|
Sub
Total 8.B1
|
|
|
|
8B2. Financial Instruments with similar economic effect according
to (DTR5.3.1R.(1) (b))
|
Type of financial instrument
|
Expiration date
|
Exercise/conversion period
|
Physical or cash settlement
|
Number of voting rights
|
% of voting rights
|
|
|
|
|
|
|
|
|
Sub
Total 8.B2
|
|
|
|
9. Information in relation to the person subject to the
notification obligation
|
2.
Full chain of controlled undertakings through which the voting
rights and/or the financial instruments are effectively held
starting with the ultimate controlling natural person or legal
entities (please add additional rows as necessary)
|
|
Ultimate controlling person
|
Name of controlled undertaking
|
% of voting rights if it equals or is higher than the notifiable
threshold
|
% of voting rights through financial instruments if it equals or is
higher than the notifiable threshold
|
Total of both if it equals or is higher than the notifiable
threshold
|
|
Harris
Associates L.P.
|
|
5.017032
|
|
5.017032%
|
10. In case of proxy voting
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
11. Additional Information
|
(53695887 Ordinary Shares and 935 Depository Receipt shares or
53700562 on a converted basis)
|
12. Date of Completion
13. Place Of Completion
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.
|
|
WPP PLC
|
|
|
(Registrant)
|
|
Date:
07 February 2024.
|
By:
______________________
|
|
|
Balbir
Kelly-Bisla
|
|
|
Company
Secretary
|
WPP (PK) (USOTC:WPPGF)
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