WPP Group PLC
6 December 2001
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA
OR JAPAN
WPP GROUP PLC
RECOMMENDED OFFER FOR TEMPUS GROUP PLC
WPP announces that on 6 November 2001, when its Offer became unconditional
in all respects, WPP had received valid acceptances in respect of (or had
purchased during the Offer Period) 57,753,956 Tempus Shares, representing
96.2 per cent. of the Tempus Shares to which the Offer relates.
Accordingly, on 5 December 2001 WPP issued notices to Tempus Shareholders
who have not yet accepted the Offer informing them that it intends to
exercise its right under sections 428 to 430F of the Companies Act to
acquire compulsorily any outstanding Tempus Shares at the expiry of the
requisite notice period.
WPP gave notice in the offer document dated 10 September 2001 (the 'Offer
Document') of its intention to procure the delisting of Tempus Shares,
such delisting to take effect as soon as appropriate after the Offer
becomes or is declared unconditional in all respects. WPP now intends to
procure the making by Tempus of an application for the removal of the
Tempus Shares from the Official List of the UK Listing Authority and for
the cancellation of trading in Tempus Shares on the London Stock
Exchange's market for listed securities. It is anticipated that the
cancellation of listing and trading will take effect from 17 January 2002.
The Offer remains open for acceptance until further notice.
Enquiries:
MERRILL LYNCH Telephone: +44 20 7628 1000
Philip Yates, Managing Director
Richard Taylor, Director
Tim Pratelli, Director
GOLDMAN SACHS INTERNATIONAL Telephone: +44 20 7774 1000
Richard Campbell-Breeden, Managing Director
James Del Favero, Managing Director
BUCHANAN COMMUNICATIONS Telephone: +44 20 7466 5000
Richard Oldworth, Managing Director
Mark Edwards, Director
The definitions set out in the Offer Document have the same meanings in
this announcement unless the context requires otherwise.
The Offer was not made, directly or indirectly, in or into Australia,
Canada or Japan. Accordingly, copies of this announcement are not being,
and must not be, mailed or otherwise distributed or sent in or into or
from Australia, Canada or Japan.
The Directors of WPP accept responsibility for the information contained
in this announcement and, to the best of their knowledge and belief
(having 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 the import of such
information.
Merrill Lynch International and Goldman Sachs International, both of which
are regulated in the United Kingdom by the Financial Services Authority,
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 their respective clients or for providing
advice in relation to the Offer or any other matter referred to herein.
*A Private Investor is a recipient of the information who meets all of the conditions set out below, the recipient:
Obtains access to the information in a personal capacity;
Is not required to be regulated or supervised by a body concerned with the regulation or supervision of investment or financial services;
Is not currently registered or qualified as a professional securities trader or investment adviser with any national or state exchange, regulatory authority, professional association or recognised professional body;
Does not currently act in any capacity as an investment adviser, whether or not they have at some time been qualified to do so;
Uses the information solely in relation to the management of their personal funds and not as a trader to the public or for the investment of corporate funds;
Does not distribute, republish or otherwise provide any information or derived works to any third party in any manner or use or process information or derived works for any commercial purposes.
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