WPP PLC WPP Return to the United Kingdom

  WPP PLC (WPP) - Return to the United Kingdom

RNS Number : 0424R
WPP PLC
13 November 2012




FOR IMMEDIATE RELEASE

13 November 2012

                                      

                                      

                   WPP plc - Return to the United Kingdom



Introduction

WPP plc  ("WPP")  announced  in  its  interim  results  statement,  which  was 
published on 30 August 2012, that its Board had approved a decision to  return 
its headquarters  to the  United Kingdom  and that  this would  require  share 
owners' consent which would be sought in December. This announcement  contains 
further details of WPP's proposal to return to the UK, including the  expected 
timetable.

In November 2008,  WPP was  introduced as  a new  parent company  for the  WPP 
Group, tax resident in the Republic of Ireland, as a direct result of concerns
over the  financial impact  for  the Group  of  the then  Labour  Government's 
proposals for  the  taxation  of  foreign  profits.  Following  the  Coalition 
Government's implementation  of  a new  regime  for the  taxation  of  foreign 
profits, which will be  effective from 1 January  2013, the concerns that  the 
Board had in 2008 no  longer apply and as a  result the Board is proposing  to 
return the headquarters of WPP to the UK. A return to the UK should not have a
tax cost for the WPP Group, at least for the remainder of this Government.

In order to effect the return to the United Kingdom, it is proposed to put  in 
place a  new parent  company for  the WPP  Group ("New  WPP"), which  will  be 
incorporated in Jersey and  tax resident in  the UK, by means  of a scheme  of 
arrangement pursuant to Article  125 of the Companies  (Jersey) Law 1991  (the 
"Scheme").

The Scheme  will not  result  in any  significant  changes in  the  day-to-day 
conduct of  the  business of  the  WPP group,  its  strategy or  its  dividend 
policy. New WPP will have  the same board and management  team as WPP on  the 
date that the Scheme becomes effective,  and the implementation of the  Scheme 
will not result in  any material changes to  corporate governance or  existing 
investor protections which currently apply in relation to WPP.

Key features and effect of the Scheme

The introduction of New WPP as the new parent company of the WPP Group will be
carried out by way of  the Scheme. The key features  of the Scheme will be  as 
follows:

(a) all  existing  ordinary shares  of  ten  pence each  in  WPP  ("WPP 
Shares"), including WPP Shares represented by American depositary shares ("WPP
ADSs"), will be cancelled;

(b) WPP will issue new shares to New  WPP so that New WPP will own  the 
entire issued share capital of WPP; and

(c) WPP share owners will receive one ordinary share of ten pence  each 
in New WPP (a "New WPP Share") for each WPP Share cancelled under the Scheme.

The effect of the Scheme  will therefore be that New  WPP will become the  new 
parent company of the WPP Group and each WPP share owner will ownan identical
number of New WPP Shares in place  of his/her WPP Shares. Application will  be 
made for the  New WPP  Shares to  be admitted to  the premium  segment of  the 
Official List  and  to be  traded  on the  main  market of  the  London  Stock 
Exchange.

In conjunction with the Scheme, each holder of WPP ADSs will become the holder
of an  identical number  of American  depositary sharesin  New WPP("New  WPP 
ADSs") and arrangements  will be made  for the New  WPP ADSs to  be traded  on 
NASDAQ.

It is expected that a circular setting out full details of the Scheme will  be 
sent or made available to share owners on or around 14 November 2012 and that,
following approval by the  UK Listing Authority, a  prospectus in relation  to 
New WPP will  also be published  shortly and made  available on WPP's  website 
(www.wpp.com)  and  via  the  website   of  the  National  Storage   Mechanism 
(www.hemscott.com/nsm.do).

Conditions to implementation of the Scheme

The implementation of the Scheme will be conditional on the following:

(a) the Scheme  being approved  by a majority  in number,  representing 
three-fourths in  voting rights,  of the  holders of  WPP Shares  present  and 
voting, either in  person or  by proxy,  at a meeting  to be  convened by  the 
Jersey Court (the "Court Meeting");

(b) certain resolutions to  be proposed in  connection with the  Scheme 
(including in relation to the share  plan proposals and the New WPP  reduction 
of capital as referred  to below) at  a separate general  meeting of WPP  (the 
"General Meeting") having  been duly  passed by a  majority of  not less  than 
two-thirds of the votes cast  at the General Meeting,  either in person or  by 
proxy;

(c) the Scheme having been  sanctioned (with or without  modification), 
and the reduction of capital involved in the Scheme having been confirmed,  by 
the Jersey Court;

(d) the order of the Jersey  Court having been delivered to the  Jersey 
Registrar of Companies and registered by him; and

(e) permission having been granted by the UK Listing Authority to admit
the New WPP  Shares to the  premium segment of  the Official List  and by  the 
London Stock Exchange to  admit the New  WPP Shares to  trading on the  London 
Stock Exchange's main market for listed securities.

The Court Meeting and the  General Meeting are expected  to be convened to  be 
held on 11 December 2012 in Dublin. If the Scheme is approved by the requisite
majority at the Court Meeting, and  the requisite approvals are also  obtained 
at the General Meeting,  an application will  be made to  the Jersey Court  to 
sanction the Scheme. The hearing of the Jersey Court to sanction the Scheme is
expected to be held on 18 December 2012.

If the  Scheme  is  sanctioned at  the  Jersey  Court hearing  and  the  other 
conditions to the Scheme are satisfied (or, if applicable, waived), the Scheme
is expected to become effective, and  dealings in New WPP Shares are  expected 
to commence on the London Stock Exchange's main market for listed  securities, 
at 8.00 a.m. on 2 January 2013.

Effect on WPP's share plans

It is WPP's intention that the  Scheme should, where possible, have no  impact 
on the rights  outstanding under  the WPP share  plans or  WPP's Annual  Bonus 
Deferral Programme ("ABDP") and  that those rights  should continue after  the 
Scheme becomes effective. Accordingly, where permitted under the rules of  the 
WPP share plans and the ABDP, rights will not vest or become exercisable early
as a result of  the Scheme becoming  effective but will  continue on the  same 
terms, other than that they will ultimately be satisfied using New WPP  Shares 
rather than WPP Shares.

To achieve this and to enable new awards to be granted over New WPP Shares, it
is proposed that the directors of New WPP be authorised to:

(a)  adopt  replacement share plans  to replace the  WPP 2008  Executive 
Stock Option Plan and the WPP  2008 Worldwide Ownership Plan for the  purposes 
of granting new awards over New  WPP Shares (including, if appropriate,  newly 
issued New WPP Shares or New WPP Shares held in treasury);

(b)  ensure  that  existing  awards  under  the  WPP  share  plans  are 
ultimately satisfied using  New WPP Shares  (including, if appropriate,  newly 
issued New WPP Shares or New WPP Shares held in treasury); and

(c) adopt the ABDP to enable New WPP to grant new awards and to satisfy
existing  awards  under  this  plan  using  New  WPP  Shares  (including,   if 
appropriate,  newly  issued  New  WPP  Shares  or  New  WPP  Shares  held   in 
treasury).

Minor amendments will need to be made to the rules of certain of the WPP share
plans and  the ABDP  to  enable the  awards under  the  relevant plans  to  be 
satisfied using New WPP Shares.



Creation of distributable reserves

It is also proposed that the entire amount standing to the credit of New WPP's
share premium account,  immediately following the  Scheme becoming  effective, 
will be reduced and that the  resulting reserve will be re-characterised as  a 
distributable reserve that will be available  to New WPP to be distributed  as 
dividends or applied toward any other  lawful purpose (the "New WPP  Reduction 
of Capital").

The amount  of  the  distributable reserves  to  be  created by  the  New  WPP 
Reduction of Capital will depend  upon the price at  which New WPP Shares  are 
issued by New WPP pursuant to the  Scheme. Such New WPP Shares will be  issued 
at a price equal to the actual closing price of WPP Shares on the last day  of 
dealings in WPP Shares (currently anticipated to be 31 December 2012).

Confirmatory approval relating  to the New  WPP Reduction of  Capital will  be 
sought from WPP share owners as one  of the resolutions to be proposed at  the 
General Meeting. The  New WPP Reduction  of Capital will  also be  conditional 
upon:

(a) the Scheme becoming effective;

(b) the Jersey Court confirming the New WPP Reduction of Capital; and

(c) the order of the Jersey  Court having been delivered to the  Jersey 
Registrar of Companies and registered by him.

The New WPP Reduction of Capital is expected to become effective on 10 January
2013.

New WPP board

New WPP will have the same board and  management team as WPP on the date  that 
the Scheme becomes  effective. Conditional on  the Scheme becoming  effective, 
each of the  non-executive directors  of WPP will  enter into  new letters  of 
appointment with New  WPP, and  the service  agreements of  the executive  WPP 
Directors will  be  amended,  to  the extent  necessary  to  reflect  the  new 
structure of the  WPP Group  and any revised  duties once  the Scheme  becomes 
effective.

Following WPP's annual general meeting in June 2012, WPP has entered into  and 
continues  to  be   engaged  in  discussions   with  share  owners   regarding 
compensation matters  at WPP,  both  in relation  to  Sir Martin  Sorrell  and 
executive remuneration policy generally.

 Dividends

It is expected  that New WPP  will continue to  follow WPP's current  dividend 
pay-out policy,  whilst also  continuing  to examine  the relative  merits  of 
dividends, capital expenditure, acquisitions and share re-purchases.

The Dividend Access  Plan and the  Scrip Dividend Scheme  which are  currently 
available to WPP  share owners in  relation to  WPP Shares will  not apply  in 
relation to  New  WPP Shares  and  will  terminate upon  the  Scheme  becoming 
effective.

Effect on WPP's financings

On or after the Effective Date, it is proposed that New WPP will either become
guarantor or, where applicable,  will be substituted as  issuer in respect  of 
WPP's various outstanding bond issues. It is also proposed that New WPP  will 
become an additional guarantor of WPP's existing revolving credit facility.

Current trading and prospects



In WPP's trading update released on 25 October 2012, it was announced that  on 
a like-for-like  basis,  excluding the  impact  of acquisitions  and  currency 
fluctuations, revenues in  the third  quarter of 2012  were up  1.9% and  that 
like-for-like revenue growth in  the third quarter was  softer than the  first 
half, particularly in  September. Flash revenue  numbers received for  October 
indicate like-for-like revenue growth at a similar level to the third  quarter 
and better than September.





Expected timetable of principal events



The expected timetable of principal events is provided below. This  timetable 
is based on  the board of  WPP's current  expectations and may  be subject  to 
change. Any  changes  to the  timetable  will be  the  subject of  a  further 
announcement.



Event                                                Time and/or date
Latest time for receipt by the trustees of the 401k  10.00 a.m. (New York
Plans of instructions in respect of WPP ADSs held    time) on
under the 401k Plans
                                                     5 December 2012
Latest time for lodging voting instructions in       10.00 a.m. (New York
respect of the WPP ADSs                              time) on

                                                     6 December 2012
Latest time for lodging white Forms of Proxy for the 11.30 a.m. on 9 December
Court Meeting                                        2012^(1)
Latest time for lodging blue Forms of Proxy for the  11.45 a.m. on 9 December
General Meeting                                      2012
Voting Record Time                                   6.00 p.m. on 9 December
                                                     2012^(2)
                                                    

Court Meeting                                        11.30 a.m. on 11 December
                                                     2012
General Meeting                                      11.45 a.m. on 11 December
                                                     2012^(3)
                                                    

Jersey Court Hearing to sanction the Scheme and the  9.00 a.m on 18 December
Scheme Reduction of Capital                          2012
Last day of dealings in, and for registration of     31 December 2012
transfers of, WPP Shares and WPP ADSs
Scheme Record Time                                   6.00 p.m. on 31 December
                                                     2012
                                                    

Effective Date of the Scheme                         2 January 2013
                                                    

Cancellation of listings of WPP Shares, New WPP      8.00 a.m. on 2 January
Shares admitted to Official List, crediting of New   2013
WPP Shares in uncertificated form to CREST accounts
and dealings in New WPP Shares commence on the
London Stock Exchange
Cancellation of listing of WPP ADSs and dealings in  Opening of business (New
New WPP ADSs commence on NASDAQ                      York time) on 2 January
                                                     2013

                                                     
Jersey Court hearing to sanction the New WPP         9 January 2013
Reduction of Capital
New WPP Reduction of Capital becomes effective       10 January 2013
Despatch of New WPP Share certificates for New WPP   by 15 January 2013
Shares in certificated form

__________

Notes:

Unless otherwise stated, all references are to London times.

(1) Forms of  Proxy for  the Court Meeting  not returned  by 
this time may  be handed  to the Registrars,  Computershare Investor  Services 
(Jersey) Limited, or to the Chairman of WPP, at the Court Meeting.

(2) If either the  Court Meeting or  the General Meeting  is 
adjourned, the Voting Record Time for the adjourned meeting will be 6.00  p.m. 
on the date two days before the date set for the adjourned meeting.

(3) To  commence at  11.45 a.m.  or, if  later,  immediately 
after the conclusion or adjournment of the Court Meeting.

Merrill Lynch International  is acting  as sponsor  in relation  to New  WPP's 
application for listing and as corporate  broker to WPP and New WPP.  Merrill 
Lynch International  is  acting  for WPP  and  New  WPP and  no  one  else  in 
connection with the Scheme  and will not be  responsible to anyone other  than 
WPP and New WPP for providing the  protections afforded to its clients or  for 
providing advice  in  relation  to  the proposals  or  the  contents  of  this 
announcement.



This announcement  does not  constitute  an invitation  or  offer to  sell  or 
exchange or the solicitation of an invitation or offer to buy or exchange  any 
security. None of the  securities referred to in  this announcement shall  be 
sold, issued,  subscribed  for, purchased,  exchanged  or transferred  in  any 
jurisdiction in contravention of applicable law.





For further information:

Sir Martin Sorrell }

Paul Richardson }

Chris Sweetland }+44 20 7408 2204

Feona McEwan }

Chris Wade }



Kevin McCormack }

Fran Butera } +1 212 632 2235

www.wppinvestor.com

The following cautionary statement  is included for  safe harbour purposes  in 
connection  with  the  Private  Securities  Litigation  Reform  Act  of   1995 
introduced in  the United  States of  America. This  announcement may  contain 
forward-looking statements within  the meaning  of the  US federal  securities 
laws. These statements are subject to risks and uncertainties that could cause
actual results to  differ materially  including adjustments  arising from  the 
annual audit  by  management  and the  Company's  independent  auditors.  For 
further information  on  factors  which  could  impact  the  Company  and  the 
statements contained herein,  please refer  to public filings  by the  Company 
with  the  Securities  and  Exchange   Commission.  The  statements  in   this 
announcement should be considered in light of these risks and uncertainties.

                     This information is provided by RNS
           The company news service from the London Stock Exchange

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