WPP Group PLC
24 October 2005
Announcement of Court Approval of the Scheme of Arrangement
24 October 2005
WPP Group plc
Proposed Scheme of Arrangement between WPP Group plc (WPP) and the holders of
the Scheme Shares approved by the Court
The High Court has today made an order sanctioning the scheme of arrangement
(the Scheme) between WPP and the holders of the Scheme Shares (as defined in the
Scheme) and confirming the related reduction of share capital of WPP.
Pursuant to the terms of the Scheme, a new parent company will be introduced for
the WPP group. This new parent company is currently called WPP 2005 plc (New
WPP), but will be renamed WPP Group plc on the Scheme becoming effective. WPP
Group plc's name will change to WPP 2005 plc on the Scheme becoming effective.
It is intended that the Court order will be delivered to the Registrar of
Companies for registration, and the Scheme will become effective, before 8.00
a.m. on 25 October 2005.
The intended timetable for implementation of the Scheme is as follows:
Last day of dealings in WPP Shares and WPP ADSs 24 October 2005
Scheme Record Time 6.00 p.m., 24 October 2005
Scheme becomes effective Before 8.00 a.m., 25 October 2005
Delisting of WPP Shares, New WPP Shares admitted to Official 8.00 a.m., 25 October 2005
List, crediting of New WPP Shares to CREST accounts and dealings
in New WPP Shares commence on the London Stock Exchange
Delisting of WPP ADSs and dealings in New WPP ADSs commence on 9.30 a.m., 25 October 2005
NASDAQ
Latest date for despatch of New WPP Shares certificates 8 November 2005
Enquiries:
Feona McEwan
Tel: +44 (0)20 7408 2204
Additional information
Unless the context otherwise appears, terms defined in WPP's scheme circular
dated 31 August 2005 have the same meaning in this announcement.
The directors of WPP accept responsibility for the information contained in this
announcement and, to the best of their knowledge and belief (having taken
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, which is authorised and regulated in the UK by the
Financial Services Authority, is acting exclusively for WPP and New WPP in
connection with the Scheme Proposals and for no-one else and will not be
responsible to anyone other than WPP and New WPP for providing the protections
afforded to their respective clients, for the contents of this announcement, or
for providing advice in relation to the Proposals.
Securities may not be offered or sold in the United States unless they are
registered under the US Securities Act of 1933, as amended, (the "US Securities
Act") or exempt from such registration. The New WPP Shares to be issued to WPP
Share Owners under the Scheme have not been and will not be registered under the
US Securities Act (nor under the securities laws of any state of the United
States), but will be issued in reliance upon the exemption from the registration
requirements of the US Securities Act provided by section 3(a)(10) thereof.
Neither the SEC nor any US state securities commission has approved or
disapproved of the New WPP Shares or passed upon the adequacy or accuracy of any
document relating to the Scheme. Any representation to the contrary is a
criminal offence in the United States.
This information is provided by RNS
The company news service from the London Stock Exchange
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