Cash offer for Tempus Group

WPP Group PLC
20 August 2001


PART 1


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA OR
JAPAN

                                 WPP GROUP PLC
                        CASH OFFER FOR TEMPUS GROUP PLC

The board of WPP announces the terms of a cash offer for Tempus.

The Offer will be 555p in cash for each Tempus Share, valuing the entire
issued, and to be issued, share capital of Tempus at approximately £437
million. A Loan Note Alternative will also be made available.

The Offer represents a premium of:


  * 14p to the cash value of the Havas Offer of 541p per Tempus Share; and

  * 54 per cent. to the Closing Price of 360.5p per Tempus Share on 18 July
    2001, the last Business Day prior to the announcement of the Havas Offer
    for Tempus.

CIA, Tempus' media planning and buying business, will enhance The Media Edge,
part of WPP's media investment management division, creating the world's
fourth largest media buying network. Tempus' branding, identity and design
division will join with WPP's existing branding, identity, design and
strategic marketing consultancy businesses.

Upon completion of the Offer, Chris Ingram, Chairman of Tempus, will be
invited to become Co-Chairman of Group MindShare Edge ('GME'), WPP's media
investment management division.

WPP currently owns approximately 22 per cent. of Tempus' existing issued share
capital, having acquired this shareholding at an average price of 240p per
Tempus Share. Following completion of the Offer, and after taking into account
options that become exercisable, WPP's average cost per Tempus Share will be
450p and its total cost of investment will be approximately £385 million.

The board of WPP has identified synergies of at least £13 million and expects
the transaction to be earnings enhancing in the first full financial year
following completion of the Acquisition.*

Merrill Lynch and Goldman Sachs are acting as financial advisers, and Merrill
Lynch is acting as corporate broker, to WPP.

Commenting on the announcement, Sir Martin Sorrell, Group Chief Executive of
WPP, said:

'We believe the strategic and financial benefits of combining CIA with The
Media Edge are compelling. The two businesses are highly complementary
philosophically and will create a worldwide geographically balanced network
and a much enhanced client offering.

We are also attracted by the excellent fit of Tempus' branding, identity and
design division with our strategic marketing consultancies and similar
businesses.

We anticipate substantial synergies to be generated from this combination.
This, coupled with our blended acquisition price of 450p per share, will
enable us to generate an attractive return for our shareholders.'

This summary should be read in conjunction with the full text of the attached
announcement.

*This statement should not be interpreted as meaning that the earnings per
share of WPP, following the Acquisition, will necessarily exceed those for the
year ended 31 December 2000.

Enquiries:

There will be a presentation to analysts at 9.30 a.m. today at Buchanan
Communications, 107 Cheapside, London EC2V 6DN. For further information
contact:

WPP                 Telephone: [phone]

Sir Martin Sorrell, Group Chief Executive

Paul Richardson, Group Finance Director

Feona McEwan, Group Communications Director

MERRILL LYNCH       Telephone: [phone]

Philip Yates, Managing Director

Richard Taylor, Director

Tim Pratelli, Director

GOLDMAN SACHS       Telephone: [phone]

Richard Campbell-Breeden, Managing Director

James Del Favero, Managing Director

BUCHANAN COMMUNICATIONS     Telephone: [phone]

Richard Oldworth, Managing Director

Mark Edwards, Director

This press announcement does not constitute an offer or invitation to purchase
any securities or a solicitation or an offer to buy any securities, pursuant
to the Offer or otherwise.

The availability of the Offer to persons not resident in the United Kingdom
may be affected by the laws of the relevant jurisdictions in which they are
located. Persons who are not resident in the United Kingdom should inform
themselves about, and observe, any applicable requirements.

The Offer will not be 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 and doing so may invalidate any purported
acceptance of the Offer.

The Loan Notes have not been and will not be registered under the US
Securities Act, or the securities laws of any state of the United States, or
under the relevant securities laws of Australia, Canada or Japan. Accordingly,
the Loan Notes may not be offered, sold or delivered, directly or indirectly,
in or into Australia, Canada, Japan or the United States except pursuant to
exemptions from the applicable requirements of such jurisdictions.

Merrill Lynch and Goldman Sachs, both of which are regulated in the United
Kingdom by the Securities and Futures Authority Limited, are acting
exclusively for WPP in connection with the Offer and for no one else and will
not be responsible to anyone other than WPP for providing the protections
afforded to customers of both Merrill Lynch and Goldman Sachs or for providing
advice in relation to the Offer.

US persons who are shareholders of Tempus should note that the Offer is made
for the securities of a non-US company. The Offer is subject to disclosure
requirements that are different from those of the United States. Financial
statements included or referred to in the Offer Document, if any, have been
prepared in accordance with non-US accounting standards that may not be
comparable to the financial statements of US companies.

US shareholders of Tempus should also note that it may be difficult for them
to enforce their rights and any claim they may have arising under the US
federal securities laws, since WPP is located in a non-US country, and some or
all of its officers and directors may be residents of a non-US country. Such
shareholders may not be able to sue WPP or its officers and directors in a
non-US court for violations of US securities laws. It may be difficult to
compel a non-US company and its affiliates to subject themselves to a US
court's judgement.

Tempus Shareholders should be aware that WPP may purchase Tempus Shares
otherwise than under the Offer, such as in the open market or privately
negotiated purchases.

This press announcement contains certain 'forward-looking statements' within
the meaning of Section 21E of the US Securities Exchange Act of 1934 and the
US Private Securities Litigation Reform Act of 1995. Forward-looking
statements relate to expectations, beliefs, projections, future plans and
strategies, anticipated events or trends and similar expressions concerning
matters that are not historical facts. These forward-looking statements
reflect WPP's current views about future events and are subject to risks,
uncertainties, assumptions and changes in circumstances that may cause WPP's
actual results to differ significantly from those expressed in any
forward-looking statement. Certain factors that could cause actual results to
differ materially from expected results include delays in completing the
Offer, difficulties in integrating the Tempus Group into WPP's operations, and
changes in global economic, business, competitive market and regulatory
factors. For more information regarding risk factors relevant to WPP, please
see WPP filings with the US Securities and Exchange Commission, including its
most recent annual report on Form 20-F. WPP does not intend, and disclaims any
duty or obligation, to update or revise any industry information or
forward-looking statements set forth in this press announcement to reflect new
information, future events or otherwise.

END

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO AUSTRALIA, CANADA OR
JAPAN

                                 WPP GROUP PLC
                        CASH OFFER FOR TEMPUS GROUP PLC


 1. Introduction

    The board of WPP announces the terms of a cash offer for the entire
    issued, and to be issued, share capital of Tempus not already owned by WPP
    or any of its subsidiaries. The Offer is to be made by Merrill Lynch and
    Goldman Sachs on behalf of WPP.

    The Offer will be 555p in cash for each Tempus Share, valuing the entire
    issued, and to be issued, share capital of Tempus at approximately £437
    million.

    WPP currently owns 16,563,837 Tempus Shares representing approximately 22
    per cent. of Tempus' existing issued share capital, having acquired this
    shareholding at an average price of 240p per Tempus Share. Following
    completion of the Offer, and after taking into account options that become
    exercisable, WPP's average cost per Tempus Share will be 450p and its
    total cost of investment will be approximately £385 million.

 2. The Offer


        The Offer, which will be subject to the conditions and further terms
        set out in Appendix I and in the Offer Document and in the Form of
        Acceptance, will be made on the following basis:

                for each Tempus Share                         555p in cash

        The Offer represents a premium of:


      + 14p to the cash value of the Havas Offer of 541p per Tempus Share;
        and

      + 54 per cent. to the Closing Price of 360.5p per Tempus Share on 18
        July 2001, the last Business Day prior to the announcement of the
        Havas Offer for Tempus.


        The Offer will include a Loan Note Alternative, further details of
        which are set out below.

        The Tempus Shares will be acquired by WPP fully paid and free from
        liens, equities, charges, encumbrances, rights of pre-emption and
        other third party rights or interests of any nature whatsoever and
        together with all rights now or hereafter attaching thereto, including
        the right to receive and retain in full all dividends and other
        distributions declared, made or paid on or after the date of this
        announcement.


 3. Background to and reasons for the Offer


        The board of WPP is committed to delivering enhanced shareholder value
        by continuing to be a leading player in the global advertising and
        marketing services industry by providing national and multi-national
        clients with comprehensive solutions to reach their customers, build
        their brands, enhance their market position and develop superior
        service capabilities in a cost-effective manner.

        The board of WPP continues to believe that economies of scale in the
        industry are critical to provide clients with competitive media buying
        and to fund the research needed for leading edge optimisation and
        planning tools, the enhancement of shareholder value and the
        maintenance of a strong position.

        Media planning, involving the selection of appropriate and effective
        media, is an increasingly critical service category for global
        agencies to be able to offer their clients. WPP has long recognised
        the strategic benefits of developing strong independent media planning
        and buying capabilities alongside its advertising agencies. The Media
        Edge, part of WPP's media investment management division, is a global
        media network with a client base that includes Young & Rubicam
        clients, independent clients and other agencies. The merger of CIA
        with The Media Edge is expected to provide:


      + an enhanced service offering for both CIA and The Media Edge
        clients;

      + improved geographical profile, combining Tempus' strength in
        Germany, Italy, UK, Spain, Sweden and Eastern Europe with The Media
        Edge's strong position in the USA, Canada, Asia Pacific and Latin
        America;

      + an opportunity to develop media planning, buying and research tools
        between CIA, The Media Edge, MindShare and Kantar, WPP's information
        and consultancy business; and

      + stronger purchasing power in buying media, both on a combined CIA/
        The Media Edge basis and in conjunction with MindShare.


        The combination of CIA and The Media Edge will create the world's
        fourth largest media planning and buying network worldwide with
        proforma combined annual billings in excess of £10 billion. The
        combined business will rank in the top five in almost all key European
        markets, eighth in the United States and in the top five in Latin
        America and Asia Pacific.

        The branding, identity and design division of Tempus, principally
        comprising Added Value and BrownKSDP, with its strong operating
        management, will take a leading role amongst WPP's existing companies
        in its branding, identity, design and strategic marketing consultancy
        divisions.

        Following completion of the Acquisition, Chris Ingram will be invited
        to become Co-Chairman of GME along with Beth Gordon, currently
        Chairman of The Media Edge. David Reich will be invited to become
        Vice-Chairman of GME and Irwin Gotlieb, currently Chief Executive
        Officer of MindShare, will become Chief Executive Officer of GME.
        Charles Courtier, currently Chief Executive Officer of The Media Edge,
        will become Chairman of the combined CIA and The Media Edge business
        and Mainardo de Nardis will be invited to become Chief Executive
        Officer of the combined CIA and The Media Edge business.


 4. Financial benefits

    The board of WPP has identified synergies of at least £13 million and
    expects the transaction to be earnings enhancing in the first full
    financial year following completion of the Acquisition.*

    These synergies are expected to be derived from a combination of head
    office rationalisation, improved operational performance through raising
    the margins of the combined units in the various geographic territories
    and more efficient purchasing of research.

    *This statement should not be interpreted as meaning that the earnings per
    share of WPP, following the Acquisition, will necessarily exceed those for
    the year ended 31 December 2000.

 5. The Loan Note Alternative

    Tempus Shareholders (excluding certain overseas shareholders) who validly
    accept the Offer will be able to elect to receive Loan Notes instead of
    some or all of the cash to which they would otherwise become entitled
    under the terms of the Offer. The Loan Note Alternative will be available
    on the following basis:

    for every £1 in cash consideration           £1 nominal value of Loan
    Notes

    The Loan Notes will be unsecured and will be issued credited as fully paid
    in amounts and integral multiples of £1 nominal value. All fractional
    entitlements to the Loan Notes will be disregarded. No application will be
    made for the Loan Notes to be listed or dealt in or on any stock exchange
    but they shall be transferable subject to certain restrictions to be set
    out in the instrument constituting the Loan Notes.

    The Loan Notes will carry interest at 0.5 per cent. below LIBOR. Interest
    will be payable by half-yearly instalments in arrear (less any tax) on 30
    June and 31 December in each year, except that the first payment of
    interest will be made on the date (the 'First Interest Payment Date')
    which is the first 30 June or 31 December to fall on or after the date
    which is six months after the first date of issue of any of the Loan
    Notes. On the First Interest Payment Date, interest will be paid in
    respect of the period from (and including) the first date of issue of any
    of the Loan Notes to (but excluding) the First Interest Payment Date. The
    Loan Notes will be redeemable in whole or in part for cash at the option
    of holders on the First Interest Payment Date and subsequent interest
    payment dates. In certain circumstances (to be set out in the instrument
    constituting the Loan Notes), WPP will have the right to redeem all of the
    Loan Notes. The final redemption date will be the fifth anniversary of the
    First Interest Payment Date.

    No Loan Notes will be issued unless, on or before the date on which the
    Offer becomes or is declared unconditional in all respects, valid
    elections have been received in respect of at least £10 million in nominal
    value of Loan Notes. If insufficient elections are received, Tempus
    Shareholders electing for the Loan Note Alternative will instead receive
    cash in accordance with the terms of the Offer.

    Subject as aforesaid, the Loan Note Alternative will remain open for
    acceptance for so long as the Offer remains open for acceptance. The Loan
    Note Alternative is conditional upon the Offer becoming or being declared
    unconditional in all respects.

    Further details of the Loan Notes will be included in the Offer Document.

 6. Information on WPP

    WPP is one of the world's leading communications services groups. Through
    its operating companies it provides a comprehensive range of
    communications services. These services include: advertising; media
    investment management; information and consultancy; public relations and
    public affairs; branding and identity, healthcare and specialist
    communications. Operating subsidiaries include the advertising agencies
    Ogilvy & Mather Worldwide, J. Walter Thompson Company and Young & Rubicam
    Advertising; MindShare and The Media Edge in media investment management;
    The Kantar Group in the information and consultancy sector, including
    Research International and Millward Brown; the public relations and public
    affairs companies Burson-Marsteller, Hill and Knowlton, Ogilvy Public
    Relations Worldwide and Cohn & Wolfe; and a wide range of specialised
    communications companies including Enterprise IG and Landor, specialising
    in branding and corporate identity, CommonHealth and Sudler & Hennessey,
    specialising in healthcare communications and OgilvyOne and Wunderman
    specialising in direct marketing.

    The Group employs approximately 65,000 people (including associates) in
    1,300 offices in 102 countries, providing communications services to more
    than 300 of the companies that comprise the Fortune 500, over half of the
    companies that comprise the Nasdaq 100 and more than 30 of the companies
    that comprise the Fortune e-50. Clients include The Ford Motor Company,
    IBM, Unilever and American Express.

    For the year ended 31 December 2000, WPP reported gross billings of £
    13,949 million, revenue of £2,981 million and profit before taxation and
    goodwill amortisation of £372 million. As of 17 August 2001, WPP had a
    market capitalisation of approximately £7,552 million.

 7. Information on Tempus

    Tempus is a leading media communications group, comprising a global media
    communications network, an international digital marketing agency, a
    strategic marketing consultancy, a global branding, identity and design
    group, a business measuring marketing effectiveness and, working with all
    of these disciplines, an integrated lead agency that offers these combined
    resources.

    Tempus has stated that it is the third largest media buying agency in
    Europe and eighth largest globally, ranked by billings.

    For the year ended 31 December 2000, the Tempus Group reported gross
    billings of £2,068 million, revenue of £151 million and profit before
    taxation, goodwill amortisation and exceptional items of £21 million.

 8. Management and employees

    The existing rights of employees of Tempus, including pension rights, will
    be fully safeguarded. WPP believes that the management and employees of
    Tempus will benefit from the enhanced opportunities available within the
    WPP Group.

 9. Financing

    The total cash consideration for the Offer will be financed from WPP's
    existing resources and from a credit facility entered into with Barclays
    Capital, Salomon Brothers International Limited and Westdeutsche
    Landesbank Girozentrale, London branch, (as arrangers), Citibank
    International plc (as facility agent) and certain banks and financial
    institutions (as lenders).

10. Disclosure of interests in Tempus

    WPP Media Holding BV and Dolphin Square Holding BV, companies which are
    wholly owned by WPP, and which are presumed by the Code to be acting in
    concert with WPP, together hold 16,563,837 Tempus Shares, representing
    approximately 22 per cent. of Tempus' existing issued share capital. This
    shareholding was acquired at an average price of 240p per Tempus Share.

    Save as aforesaid, neither WPP nor, so far as WPP is aware, any party
    deemed by the Panel to be acting in concert with WPP, owns or controls any
    Tempus Shares or holds any options to purchase Tempus Shares or any
    derivative referenced to securities of Tempus. In view of the requirement
    for confidentiality, WPP has not made any enquiries in this respect of
    certain parties who may be deemed by the Panel to be acting in concert
    with it for the purposes of the Offer.

11. Tempus share option schemes

    The Offer will (subject to compliance with any applicable local laws)
    extend to any Tempus Shares issued or unconditionally allotted while the
    Offer remains open for acceptance (or prior to such earlier date as WPP
    may determine, not being earlier than the date on which the Offer becomes
    unconditional as to acceptances or, if later, the first closing date of
    the Offer), including Tempus Shares issued pursuant to the exercise of
    share options granted under the Tempus share option schemes.

    It is intended that appropriate proposals will be made in due course, once
    the Offer has become unconditional in all respects, to holders of options
    granted under the Tempus share option schemes.

12. General

    The Offer will be open for at least 21 days from the date of the Offer
    Document.

    It is WPP's intention, following the Offer becoming or being declared
    unconditional in all respects and subject to the applicable requirements
    of the London Stock Exchange and the UK Listing Authority, that Tempus
    should apply to the London Stock Exchange and the UK Listing Authority for
    the Tempus Shares to be delisted. Delisting would significantly reduce the
    liquidity of any Tempus Shares not assented to the Offer.

    If WPP receives acceptances under the Offer in respect of 90 per cent. or
    more of the outstanding Tempus Shares to which the Offer relates, WPP
    intends to exercise its rights pursuant to the provisions of sections 428
    to 430F of the Companies Act 1985 to acquire compulsorily the remaining
    Tempus Shares.

    This announcement does not constitute an offer or any invitation to
    purchase any securities.

    Appendix III contains definitions of certain terms used in this
    announcement.

13. Offer documentation


        Merrill Lynch, which is acting as financial adviser and corporate
        broker to WPP, and Goldman Sachs, which is acting as financial adviser
        to WPP, will despatch the Offer Document and the Form of Acceptance to
        Tempus Shareholders in due course.

    Enquiries:

        There will be a presentation to analysts at 9.30 a.m. today at
        Buchanan Communications, 107 Cheapside, London EC2V 6DN. For further
        information contact:


    WPP     Telephone: [phone]

    Sir Martin Sorrell, Group Chief Executive

    Paul Richardson, Group Finance Director

    Feona McEwan, Group Communications Director


    MERRILL LYNCH     Telephone: [phone]

    Philip Yates, Managing Director

    Richard Taylor, Director

    Tim Pratelli, Director


    GOLDMAN SACHS     Telephone: [phone]

    Richard Campbell-Breeden, Managing Director

    James Del Favero, Managing Director


    BUCHANAN COMMUNICATIONS     Telephone: [phone]

    Richard Oldworth, Managing Director

    Mark Edwards, Director


This press announcement does not constitute an offer or invitation to purchase
any securities or a solicitation or an offer to buy any securities, pursuant
to the Offer or otherwise.

The availability of the Offer to persons not resident in the United Kingdom
may be affected by the laws of the relevant jurisdictions in which they are
located. Persons who are not resident in the United Kingdom should inform
themselves about, and observe, any applicable requirements.

The Offer will not be 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 and doing so may invalidate any purported
acceptance of the Offer.

The Loan Notes have not been and will not be registered under the US
Securities Act, or the securities laws of any state of the United States, or
under the relevant securities laws of Australia, Canada or Japan. Accordingly,
the Loan Notes may not be offered, sold or delivered, directly or indirectly,
in or into Australia, Canada, Japan or the United States except pursuant to
exemptions from the applicable requirements of such jurisdictions.

Merrill Lynch and Goldman Sachs, both of which are regulated in the United
Kingdom by the Securities and Futures Authority Limited, are acting
exclusively for WPP in connection with the Offer and for no one else and will
not be responsible to anyone other than WPP for providing the protections
afforded to customers of both Merrill Lynch and Goldman Sachs or for providing
advice in relation to the Offer.

US persons who are shareholders of Tempus should note that the Offer is made
for the securities of a non-US company. The Offer is subject to disclosure
requirements that are different from those of the United States. Financial
statements included or referred to in the Offer Document, if any, have been
prepared in accordance with non-US accounting standards that may not be
comparable to the financial statements of US companies.

US shareholders of Tempus should also note that it may be difficult for them
to enforce their rights and any claim they may have arising under the US
federal securities laws, since WPP is located in a non-US country, and some or
all of its officers and directors may be residents of a non-US country. Such
shareholders may not be able to sue WPP or its officers and directors in a
non-US court for violations of US securities laws. It may be difficult to
compel a non-US company and its affiliates to subject themselves to a US
court's judgement.

Tempus Shareholders should be aware that WPP may purchase Tempus Shares
otherwise than under the Offer, such as in the open market or privately
negotiated purchases.

This press announcement contains certain 'forward-looking statements' within
the meaning of Section 21E of the US Securities Exchange Act of 1934 and the
US Private Securities Litigation Reform Act of 1995. Forward-looking
statements relate to expectations, beliefs, projections, future plans and
strategies, anticipated events or trends and similar expressions concerning
matters that are not historical facts. These forward-looking statements
reflect WPP's current views about future events and are subject to risks,
uncertainties, assumptions and changes in circumstances that may cause WPP's
actual results to differ significantly from those expressed in any
forward-looking statement. Certain factors that could cause actual results to
differ materially from expected results include delays in completing the
Offer, difficulties in integrating the Tempus Group into WPP's operations, and
changes in global economic, business, competitive market and regulatory
factors. For more information regarding risk factors relevant to WPP, please
see WPP filings with the US Securities and Exchange Commission, including its
most recent annual report on Form 20-F. WPP does not intend, and disclaims any
duty or obligation to update or revise any industry information or
forward-looking statements set forth in this press announcement to reflect new
information, future events or otherwise.


                                      APPENDIX I

                  CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER

The Offer, which will be made by Merrill Lynch and Goldman Sachs on behalf of
WPP, will comply with the rules and regulations of the Financial Services
Authority and the London Stock Exchange and the City Code on Takeovers and
Mergers.

Part A:     Conditions of the Offer

The Offer will be subject to the following conditions:


                (a)     valid acceptances being received (and not, where
                permitted, withdrawn) by not later than 3.00 p.m. on the first
                closing date of the Offer (or such later time(s) and/or date
                (s) as WPP may, with the consent of the Panel or in accordance
                with the Code, decide) in respect of not less than 90 per
                cent. (or such lower percentage as WPP may decide) in nominal
                value of the Tempus Shares to which the Offer relates,
                provided that this condition shall not be satisfied unless WPP
                and/or any of its wholly-owned subsidiaries shall have
                acquired or agreed to acquire, whether pursuant to the Offer
                or otherwise, shares in Tempus carrying in aggregate more than
                50 per cent. of the voting rights then normally exercisable at
                general meetings of Tempus. For the purposes of this
                condition:

                        (i)     shares which have been unconditionally
                        allotted but not issued before the Offer becomes or is
                        declared unconditional as to acceptances, whether
                        pursuant to the exercise of any outstanding
                        subscription or conversion rights or otherwise, shall
                        be deemed to carry the voting rights they will carry
                        on being entered into the register of members of
                        Tempus; and

                        (ii)     the expression 'Tempus Shares to which the
                        Offer relates' shall be construed in accordance with
                        sections 428 to 430F of the Companies Act 1985, as
                        amended;

                (b)     (i)     insofar as the Offer constitutes a
                concentration with a Community dimension within the scope of
                Council Regulation (EEC) 4064/89 (as amended) (the
                'Regulation'):

                                (A)     the European Commission issuing a
                                decision, in terms satisfactory to WPP, that
                                it will not initiate proceedings under Article
                                6(l)(c) of the Regulation in respect of the
                                proposed acquisition of Tempus by WPP or any
                                matter arising therefrom;

                                (B)     in the event that a request under
                                Article 9(2) of the Regulation has been made
                                by a European Union or EFTA state, the
                                European Commission indicating, in terms
                                satisfactory to WPP, that it does not intend
                                to refer the proposed acquisition of Tempus by
                                WPP or any aspect of such proposed
                                acquisition, to a competent authority of a
                                European Union or EFTA state in accordance
                                with Article 9(3) of the Regulation; and

                                (C)     no indication having been made that a
                                European Union or EFTA state may take
                                appropriate measures to protect legitimate
                                interests pursuant to Article 21(3) of the
                                Regulation in relation to the proposed
                                acquisition of Tempus by WPP or any aspect of
                                such acquisition;


                     i. all filings (if required) having been made and all or
                        any appropriate waiting periods under the United
                        States Hart-Scott-Rodino Antitrust Improvements Act of
                        1976 and the regulations thereunder having expired,
                        lapsed or been terminated as appropriate in each case
                        in respect of the Offer and the proposed acquisition
                        of any Tempus Shares or control of Tempus by WPP or
                        any member of the WPP Group;


                (c)     there being no provision of any agreement,
                arrangement, licence, permit or other instrument to which any
                member of the wider Tempus Group is a party and which is
                material to the Tempus Group as a whole or by or to which any
                such member or any of its assets may be bound, entitled or
                subject, which in consequence of the Offer or the proposed
                acquisition of any shares or other securities in Tempus or
                because of a change in the control or management of Tempus or
                otherwise, could or might result in:

                        (i)     any moneys borrowed by or any other
                        indebtedness (actual or contingent) of, or grant
                        available to any such member, being or becoming
                        repayable or capable of being declared repayable
                        immediately or earlier than their or its stated
                        maturity date or repayment date or the ability of any
                        such member to borrow moneys or incur any indebtedness
                        being withdrawn or inhibited or being capable of
                        becoming or being withdrawn or inhibited;

                        (ii)     any such agreement, arrangement, licence,
                        permit or instrument or the rights, liabilities,
                        obligations or interests of any such member thereunder
                        being terminated or modified or affected or any
                        obligation or liability arising or any action being
                        taken thereunder;

                        (iii)     any assets or interests of any such member
                        being or falling to be disposed of or charged or any
                        right arising under which any such asset or interest
                        could be required to be disposed of or charged;

                        (iv)     the creation or enforcement of any mortgage,
                        charge or other security interest over the whole or
                        any part of the business, property or assets of any
                        such member;

                        (v)     the rights, liabilities, obligations or
                        interests of any such member in, or the business of
                        any such member with, any person, firm or body (or any
                        arrangement or arrangements relating to any such
                        interest or business) being terminated, adversely
                        modified or affected;

                        (vi)     the value of any such member or its financial
                        or trading position or prospects being materially
                        prejudiced or materially adversely affected;

                        (vii)     any such member ceasing to be able to carry
                        on business under any name under which it presently
                        does so; or

                        (viii)     the creation of any liability, actual or
                        contingent, by any such member which is material to
                        the Tempus Group as a whole;

                and no event having occurred which, under any provision of any
                agreement, arrangement, licence, permit or other instrument to
                which any member of the wider Tempus Group is a party or by or
                to which any such member or any of its assets may be bound,
                entitled or subject, could result in any of the events or
                circumstances as are referred to in sub-paragraphs (i) to
                (viii) of this paragraph (c);

                (d)     no government or governmental, quasi-governmental,
                supranational, statutory, regulatory, environmental or
                investigative body, court, trade agency, association,
                institution or any other body or person whatsoever in any
                jurisdiction (each a 'Third Party') having decided to take,
                institute, implement or threaten any action, proceeding, suit,
                investigation, enquiry or reference, or enacted, made or
                proposed any statute, regulation, decision or order, or having
                taken any other steps which would or might reasonably be
                expected to:


         i. require, prevent or delay the divestiture, or alter the terms
            envisaged for any proposed divestiture by any member of the wider
            WPP Group or any member of the wider Tempus Group of all or any
            portion of their respective businesses, assets or property or
            impose any limitation on the ability of any of them to conduct
            their respective businesses (or any of them) or to own any of
            their respective assets or properties or any part thereof;

        ii. require, prevent or delay the divestiture by any member of the
            wider WPP Group of any shares or other securities in Tempus;

        iii. impose any limitation on, or result in a delay in, the ability of
            any member of the wider WPP Group directly or indirectly to
            acquire or to hold or to exercise effectively any rights of
            ownership in respect of shares or loans or securities convertible
            into shares or any other securities (or the equivalent) in any
            member of the wider Tempus Group or the wider WPP Group or to
            exercise management control over any such member;

        iv. otherwise adversely affect the business, assets, profits or
            prospects of any member of the wider WPP Group or of any member of
            the wider Tempus Group;

         v. make the Offer or its implementation or the acquisition or proposed
            acquisition by WPP or any member of the wider WPP Group of any
            shares or other securities in, or control of, Tempus void, illegal
            and/or unenforceable under the laws of any jurisdiction, or
            otherwise, directly or indirectly, restrain, restrict, prohibit,
            delay or otherwise materially interfere with the same, or impose
            additional conditions or obligations with respect thereto, or
            otherwise challenge or interfere therewith;

        vi. require any member of the wider WPP Group or the wider Tempus
            Group to offer to acquire any shares or other securities (or the
            equivalent) or interest in any member of the wider Tempus Group or
            the wider WPP Group owned by any third party;

        vii. impose any limitation on the ability of any member of the wider
            Tempus Group to co-ordinate its business, or any part of it, with
            the businesses of any other members; or

        viii. result in any member of the wider Tempus Group ceasing to be
            able to carry on business under any name under which it presently
            does so; and


                all applicable waiting and other time periods during which any
                such Third Party could institute, implement or threaten any
                action, proceeding, suit, investigation, enquiry or reference
                or any other step under the laws of any jurisdiction in
                respect of the Offer or the acquisition or proposed
                acquisition of any Tempus Shares having expired, lapsed or
                been terminated;

                (e)     all necessary filings or applications having been made
                in connection with the Offer and all statutory or regulatory
                obligations in any jurisdiction having been complied with in
                connection with the Offer or the acquisition by any member of
                the wider WPP Group of any shares or other securities in, or
                control of, Tempus and all material authorisations, orders,
                recognitions, grants, consents, licences, confirmations,
                clearances, permissions and approvals for the proposed
                acquisition of any shares or other securities in, or control
                of, Tempus by any member of the wider WPP Group having been
                obtained in terms and in a form reasonably satisfactory to WPP
                from all appropriate Third Parties or persons with whom any
                member of the wider Tempus Group has entered into contractual
                arrangements and all such authorisations, orders,
                recognitions, grants, consents, licences, confirmations,
                clearances, permissions and approvals together with all
                material authorisations orders, recognitions, grants,
                licences, confirmations, clearances, permissions and approvals
                necessary or appropriate to carry on the business of any
                member of the wider Tempus Group remaining in full force and
                effect and all filings necessary for such purpose have been
                made and there being no notice or intimation of any intention
                to revoke or not to renew any of the same at the time at which
                the Offer becomes otherwise unconditional and all necessary
                statutory or regulatory obligations in any jurisdiction having
                been complied with;

                (f)     except as publicly announced by Tempus prior to 20
                August 2001 no member of the wider Tempus Group having, since
                31 December 2000:

                        (i)     save as between Tempus and wholly-owned
                        subsidiaries of Tempus or for Tempus Shares issued
                        pursuant to the exercise of options granted under the
                        Tempus share option schemes, issued, agreed to issue,
                        authorised or proposed the issue of additional shares
                        of any class;

                        (ii)     save as between Tempus and wholly-owned
                        subsidiaries of Tempus or for the grant of options
                        under the Tempus share option schemes, issued or
                        agreed to issue, authorised or proposed the issue of
                        securities convertible into shares of any class or
                        rights, warrants or options to subscribe for, or
                        acquire, any such shares or convertible securities;

                        (iii)     other than to another member of the Tempus
                        Group, recommended, declared, paid or made or proposed
                        to recommend, declare, pay or make any bonus, dividend
                        or other distribution whether payable in cash or
                        otherwise;

                        (iv)     save for intra-Tempus Group transactions,
                        merged or demerged with any body corporate or acquired
                        or disposed of or transferred, mortgaged or charged or
                        created any security interest over any assets or any
                        right, title or interest in any asset (including
                        shares and trade investments) or authorised or
                        proposed or announced any intention to propose any
                        merger, demerger, acquisition or disposal, transfer,
                        mortgage, charge or security interest in each case
                        (other than in the ordinary course of business); and

                        (v)     save for intra-Tempus Group transactions, made
                        or authorised or proposed or announced an intention to
                        propose any change in its loan capital;

                        (vi)     issued, authorised or proposed the issue of
                        any debentures or (save for intra-Tempus Group
                        transactions ) save in the ordinary course of business
                        incurred or increased any indebtedness or become
                        subject to any contingent liability;

                        (vii)     purchased, redeemed or repaid or announced
                        any proposal to purchase, redeem or repay any of its
                        own shares or other securities or reduced or, save in
                        respect to the matters mentioned in subparagraph (i)
                        above, made any other change to any part of its share
                        capital;

                        (viii)     implemented, or authorised, proposed or
                        announced its intention to implement, any
                        reconstruction, amalgamation, scheme, commitment or
                        other transaction or arrangement otherwise than in the
                        ordinary course of business or entered into or changed
                        the terms of any contract with any director or senior
                        executive;

                        (ix)     entered into or varied or authorised,
                        proposed or announced its intention to enter into or
                        vary any contract, transaction or commitment (whether
                        in respect of capital expenditure or otherwise) which
                        is of a long term, onerous or unusual nature or
                        magnitude or which is or could be materially
                        restrictive on the businesses of any member of the
                        wider Tempus Group or the wider WPP Group or which
                        involves or could involve an obligation of such a
                        nature or magnitude or which is other than in the
                        ordinary course of business;

                        (x)     (other than in respect of a member which is
                        dormant and was solvent at the relevant time) taken
                        any corporate action or had any legal proceedings
                        started or threatened against it for its winding-up,
                        dissolution or reorganisation or for the appointment
                        of a receiver, administrative receiver, administrator,
                        trustee or similar officer of all or any of its assets
                        or revenues or any analogous proceedings in any
                        jurisdiction or had any such person appointed;

                        (xi)     entered into any contract, transaction or
                        arrangement which would be restrictive on the business
                        of any member of the wider Tempus Group or the wider
                        WPP Group other than to a nature and extent which is
                        normal in the context of the business concerned;

                        (xii)     waived or compromised any claim otherwise
                        than in the ordinary course of business; or

                        (xiii)     entered into any contract, commitment,
                        arrangement or agreement otherwise than in the
                        ordinary course of business or passed any resolution
                        or made any offer (which remains open for acceptance)
                        with respect to or announced any intention to, or to
                        propose to, effect any of the transactions, matters or
                        events referred to in this condition; and,

                for the purposes of paragraphs (iii), (iv), (v) and (vi) of
                this condition, the term 'Tempus Group' shall mean Tempus and
                its wholly owned subsidiaries;

                 (g)     since 31 December 2000 and save as disclosed in the
                accounts for the year then ended and save as publicly
                announced in accordance with the Listing Rules by Tempus prior
                to 20 August 2001 and save as disclosed in this announcement
                or as otherwise fairly disclosed in writing to WPP prior to
                that date by Tempus:

                        (i)     no material adverse change or deterioration
                        having occurred in the business, assets, financial or
                        trading position or profits or prospects of any member
                        of the wider Tempus Group;

                        (ii)     no litigation, arbitration proceedings,
                        prosecution or other legal proceedings to which any
                        member of the wider Tempus Group is or may become a
                        party (whether as a plaintiff, defendant or otherwise)
                        and no investigation by any Third Party against or in
                        respect of any member of the wider Tempus Group having
                        been instituted announced or threatened by or against
                        or remaining outstanding in respect of any member of
                        the wider Tempus Group which in any such case might be
                        expected to materially adversely affect the Tempus
                        Group as a whole;

                        (iii)     no contingent or other liability having
                        arisen or become apparent to WPP which would be likely
                        to materially adversely affect the Tempus Group as a
                        whole; and

                        (iv)     no steps having been taken which are likely
                        to result in the withdrawal, cancellation, termination
                        or modification of any licence held by any member of
                        the wider Tempus Group which is necessary for the
                        proper carrying on of its business;

                (h)     save as publicly announced in accordance with the
                Listing Rules by Tempus prior to 20 August 2001 or as
                otherwise fairly disclosed in writing to WPP prior to that
                date by Tempus, WPP not having discovered:

                        (i)     that any financial, business or other
                        information concerning the wider Tempus Group as
                        contained in the information publicly disclosed at any
                        time by or on behalf of any member of the wider Tempus
                        Group is materially misleading, contains a material
                        misrepresentation of fact or omits to state a fact
                        necessary to make that information not misleading;

                        (ii)     that any member of the wider Tempus Group is
                        subject to any liability (contingent or otherwise)
                        which is not disclosed in the annual report and
                        accounts of Tempus for the year ended 31 December
                        2000; or

                        (iii)     any information which materially adversely
                        affects the import of any information disclosed at any
                        time by or on behalf of any member of the wider Tempus
                        Group.

        For the purposes of these conditions the 'wider Tempus Group' means
        Tempus and its subsidiary undertakings, associated undertakings and
        any other undertaking in which Tempus and/or such undertakings
        (aggregating their interests) have a significant interest and the
        'wider WPP Group' means WPP and its subsidiary undertakings,
        associated undertakings and any other undertaking in which WPP and/or
        such undertakings (aggregating their interests) have a significant
        interest and for these purposes 'subsidiary undertaking', 'associated
        undertaking' and 'undertaking' have the meanings given by the
        Companies Act 1985, other than paragraph 20(l)(b) of Schedule 4A to
        that Act which shall be excluded for this purpose, and 'significant
        interest' means a direct or indirect interest in ten per cent. or more
        of the equity share capital (as defined in that Act).

        WPP reserves the right to waive, in whole or in part, all or any of
        the above conditions, except condition (a).

        Conditions (b) to (h) (inclusive) must be fulfilled or waived by
        midnight on the 21st day after the later of the first closing date of
        the Offer and the date on which condition (a) is fulfilled (or in each
        such case such later date as WPP may, with the consent of the Panel,
        decide). WPP shall be under no obligation to waive or treat as
        satisfied any of the conditions (b) to (h) (inclusive) by a date
        earlier than the latest date specified above for the satisfaction
        thereof, notwithstanding that the other conditions of the Offer may at
        such earlier date have been waived or fulfilled and that there are at
        such earlier date no circumstances indicating that any of such
        conditions may not be capable of fulfilment.

        If WPP is required by the Panel to make an Offer for Tempus Shares
        under the provisions of Rule 9 of the Code, WPP may make such
        alterations to any of the above conditions, including condition (a) as
        are necessary to comply with the provisions of that Rule.

        The Offer will lapse if the European Commission decides to initiate
        proceedings under Article 6(l)(c) of Council Regulation (EEC) 4064/89
        before 3.00 p.m. on the first closing date of the Offer or the date on
        which the Offer becomes or is declared unconditional as to
        acceptances, whichever is the later.

        The Offer will be governed by English law and will be subject to the
        jurisdiction of the English courts.

        Part B:     Certain further terms of the Offer

        The Tempus Shares will be acquired by WPP fully paid and free from all
        liens, equities, charges, encumbrances, rights of pre-emption and
        other third party rights or interests of any nature whatsoever and
        together with all rights, now or hereafter, attaching thereto,
        including the right to receive and retain in full all dividends and
        other distributions declared, made or paid on or after the date of
        this announcement.

        The Offer will be on the terms and will be subject, inter alia, to the
        conditions which are set out in this Appendix and those terms which
        will be set out in the formal Offer Document and Form of Acceptance
        and such further terms as may be required to comply with the Listing
        Rules of the London Stock Exchange and the provisions of the Code. The
        Offer and any acceptances thereunder will be governed by the laws of
        England.

        The availability of the Offer to persons not resident in the United
        Kingdom may be affected by the laws of the relevant jurisdictions in
        which they are located. Persons who are not resident in the United
        Kingdom should inform themselves about, and observe, any applicable
        requirements.

        The Offer will not be 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 and doing so may
        render invalid any purported acceptance of the Offer.

MORE TO FOLLOW