Scrip Dividend and Annual Report and Accounts

RNS Number : 6968F

WPP PLC

28 April 2011

 



For Immediate Release

28 April 2011

WPP PLC ("WPP")

Scrip Dividend Scheme

and

scrip dividend alternative in respect of the second interim dividend for 2010

and

Annual Report and Accounts 2010 and associated documents

As announced on 4 March 2011, and subject to share owner approval at the Annual General Meeting to be held on 2 June 2011, the directors of WPP plc (the Company) are proposing to introduce an optional scrip dividend scheme which will enable share owners who so wish to elect to receive new fully paid ordinary shares in the Company, instead of cash dividends, commencing with the second interim dividend for 2010 (the Scrip Dividend Scheme).

The Company has today posted a circular to share owners containing details of the Scrip Dividend Scheme (the Circular), together with the Annual Report and Accounts for the year ended 31 December 2010, Notice of Annual General Meeting 2011 and Form of Proxy. A copy of the Circular, as well as each of the Annual Report and Accounts for the year ended 31 December 2010 and Notice of Annual General Meeting 2011 will also be available to view on WPP's website: www.wpp.com.

Share owners should note that Irish dividend withholding tax will generally be levied in respect of the issue of new shares under the Scrip Dividend Scheme (as it is in respect of payments of cash dividends by the Company), unless share owners are entitled to an exemption and have complied, before the election date, with certain procedural formalities. In particular, certain non-Irish resident share owners (both individual and corporate) may be entitled to an exemption from Irish dividend withholding tax. Share owners should refer to the Circular for further information in relation to Irish dividend withholding tax and the available exemptions and also consult the relevant part of the website of the Irish Revenue Commissioners - http://www.revenue.ie/en/tax/dwt/index.html.

The  Company continues to operate the Dividend Access Plan which allows share owners who have elected (or, by virtue of holding 100,000 or fewer shares, are deemed to have elected) to participate in the plan to receive cash dividends from a UK source without being subject to any Irish or UK withholding taxes.

It will not be possible to participate in both the Scrip Dividend Scheme (if share owner approval is given) and the Dividend Access Plan. Share owners who have elected (or are deemed to have elected) to participate in the Dividend Access Plan will, if they elect to join the Scrip Dividend Scheme, be deemed to have elected to withdraw from the Dividend Access Plan in respect of all of the shares registered in their name. The rules of the Dividend Access Plan will be amended accordingly.

The Scrip Dividend Scheme does not extend to holders of the Company's ADRs. Under the terms of the deposit agreement relating to the Company's ADR programme, ADR holders receive dividends under the Dividend Access Plan. Any ADR holder wishing to receive new shares instead of cash dividends would therefore first need to withdraw from the Company's ADR programme prior to the dividend record date set by the ADR depositary and request delivery of shares in the Company. This will enable such holder to elect to join the Scrip Dividend Scheme if he so wishes.

The number of new shares that share owners who elect to participate in the Scrip Dividend Scheme will receive in respect of the second interim dividend for 2010 will depend on the number of shares held at the record date, the scrip reference share price to be used in calculating share owners' entitlements and whether or not Irish dividend withholding tax applies.

It is proposed that the scrip reference share price for the purposes of the scrip dividend alternative in respect of the second interim dividend for 2010 will be equal to the average middle market quotation for a fully paid ordinary share of the Company, as shown on the London Stock Exchange Daily Official List, for the period 2 June 2011 to 8 June 2011, being the five dealing days following the day on which the Company's shares are first quoted "ex" the relevant dividend, and will be announced on 9 June 2011. The final date for electing to join the Scrip Dividend Scheme in order to be eligible to receive new shares in respect of the second interim dividend for 2010 will be 17 June 2011.

Share owners who wish to elect to join the Scrip Dividend Scheme and claim an exemption from Irish dividend withholding tax in time to be effective in relation to the second interim dividend for 2010, will also need to submit all necessary documentation in order to claim such exemption by no later than 17 June 2011. Share owners' attention is drawn to the Circular for further information in this regard, including certain important timing considerations.

The full timetable for the scrip dividend alternative in respect of the second interim dividend for 2010 is as follows:

Announcement of second interim dividend	4 March 2011
Ex-dividend date	1 June 2011
Annual General Meeting	12 noon on 2 June 2011
Dividend record date	3 June 2011
Period for determining scrip reference share price	2 to 8 June 2011
Scrip reference share price announcement date	9 June 2011
Last time and date for receipt of Scrip Dividend Mandate Forms/CREST Dividend Election Input Messages	5.00 p.m. on 17 June 2011
Last time and date for receipt of all necessary documentation in order to avoid Irish dividend withholding tax being imposed in respect of the scrip dividend	5.00 p.m. on 17 June 2011
Dividend payment date	4 July 2011
Expected date of admission and first day of dealings in new shares on the London Stock Exchange	4 July 2011

Full details of the Scrip Dividend Scheme, including the terms and conditions of the scheme, certain tax implications of making an election for share owners resident for tax purposes in Ireland and the UK and how the scrip dividend alternative will operate in respect of the second interim dividend for 2010, are set out in the Circular.

In accordance with Listing Rule 9.6.1 R, the Company has today submitted two copies of each of the Circular, Annual Report and Accounts for the year ended 31 December 2010, Notice of Annual General Meeting 2011 and Form of Proxy to the National Storage Mechanism and these documents will shortly be available for inspection at:

www.Hemscott.com/nsm.do.    

In accordance with Disclosure and Transparency Rule 6.3.5(2)(b), certain additional information extracted in unedited full text from the Annual Report and Accounts is set out in the appendices to this announcement.

To view the information contained in the appendices please follow the link below

http://www.rns-pdf.londonstockexchange.com/rns/6968F_-2011-4-28.pdf 

To view the accompanying financial information please follow the link below

http://www.rns-pdf.londonstockexchange.com/rns/6968F_1-2011-4-28.pdf 

For further information please contact

Feona McEwan: (44) 20 7408 2204

 

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