WPP Group PLC
25 October 2005
Announcement that the Scheme of Arrangement has become Effective
25 October 2005
WPP Group plc
Scheme of Arrangement becomes effective
The order made by the High Court on 24 October 2005 sanctioning the scheme of
arrangement (the Scheme) between WPP Group plc (WPP) and the holders of the
Scheme Shares (as defined in the Scheme), and confirming the related reduction
of share capital of WPP, has today been delivered to the Registrar of Companies
in England and Wales for registration and to be registered by him. Accordingly,
the Scheme has today become effective in accordance with its terms and a new
parent company for the WPP Group has been created. This new parent company was
called WPP 2005 plc (New WPP), but has been today renamed WPP Group plc. WPP
has been renamed WPP 2005 plc. Furthermore, dealings on the London Stock
Exchange in New WPP shares commenced at 8.00 a.m. today and dealings on NASDAQ
in New WPP ADSs will begin at 9.30 a.m.
As a result of the Scheme of Arrangement, 1,256,650,040 New WPP shares of 475p
each have been issued to former WPP Share Owners.
The last day of dealings in WPP Shares and WPP ADSs was 24 October 2005. The
share certificates for the New WPP Shares will be despatched on or before 8
November 2005.
It is proposed that the nominal value of each ordinary share of New WPP will be
reduced by 465p from 475p to 10p. It is currently proposed that, subject to
Court approval, such reduction will become effective on 27 October 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 being 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 BPTMMTTMLA
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