Result of Meeting
WPP Group PLC
27 September 2005
Result of Meetings
WPP Group plc
27 September 2005
WPP Group plc ("WPP")
Scheme Proposals and Share Plans Proposals approved by Shareholders
The Scheme Proposals
At the meeting convened by the Court and held on 26 September 2005 (the "Court
Meeting") to approve the proposed scheme of arrangement (the "Scheme") between
WPP Group plc and the holders of Scheme Shares (as defined in the Scheme), the
resolution approving the Scheme was passed by the requisite majorities on a
poll.
The voting of those members who cast votes either in person or by proxy at the
Court Meeting is summarised in the following table:
For % Against %
Number of votes: 751,365,842 99.83 1,264,922 0.17
Number of voters: 1158 62
In addition, at the extraordinary general meeting also held on 26 September 2005
(the "EGM"), the special resolution to approve the Scheme, the related reduction
of capital and certain other related arrangements was also passed by the
requisite majority on a poll.
The voting of those members who cast votes either in person or by proxy at the
EGM on this special resolution is summarised in the following table:
For % Against % Withheld %
Number of votes: 644,784,519 99.11 2,115,944 0.33 3,658,244 0.56
The Scheme will interpose a new parent company ("New WPP") between WPP and the
holders of the Scheme Shares. On the Scheme becoming effective New WPP will be
renamed "WPP Group plc". The Scheme is still subject to the sanction of, and
confirmation by, the Court.
Indicative Timetable
The indicative timetable for implementation of the Scheme is currently expected
to be as follows:
Court hearing 24 October 2005
Last day of dealings in WPP Shares 24 October 2005
Scheme Record Time 6.00 p.m., 24 October 2005
Effective Date of Scheme 25 October 2005
De-listing of WPP Shares 8.00 a.m., 25 October 2005
Commencement of dealings in New WPP Shares issued to WPP 8.00 a.m., 25 October 2005
Share Owners under the Scheme
New WPP will then carry out a reduction of capital to reduce the nominal value
of the New WPP Shares from 475 pence each to 10 pence each. This will create
approximately £5.88 billion of distributable reserves. This reduction of
capital is anticipated to take effect on 27 October 2005 (subject to the Scheme
becoming effective on 25 October 2005).
The Share Plans Proposals
The EGM also passed four ordinary resolutions by the requisite majority relating
to share plans to be adopted by New WPP conditional on the Scheme becoming
effective. Each of the ordinary resolutions was voted on a poll.
The voting of those members who cast votes either in person or by proxy at the
EGM on these ordinary resolutions is summarised in the following table:
Ordinary Name of Share Plan For % Against % Withheld %
Resolution
1 WPP 2005 Executive 589,440,978 90.61 27,855,917 4.28 33,261,812 5.11
Stock Option Plan
2 WPP 2005 Worldwide 673,489,312 98.39 6,186,062 0.90 4,839,819 0.71
Ownership Plan
3 WPP 2004 Leadership 589,154,201 90.56 33,254,961 5.11 28,149,545 4.33
Equity Acquisition
Plan
4 WPP Performance 608,910,999 93.43 38,170,291 5.86 4,605,447 0.71
Share Plan
Enquiries: Feona McEwan - +44 (0)207 408 2204
OTHER INFORMATION
Unless the context otherwise appears, terms defined in the 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
this document. 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