Announcement of exchange offer

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED BELOW) OR IN OR INTO THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA) OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)

12 March 2015

WPP FINANCE 2013 ANNOUNCES EXCHANGE OFFER FOR OUTSTANDING €750,000,000 6.625 PER CENT. GUARANTEED BONDS DUE 2016 ISSUED BY WPP PLC

WPP Finance 2013 (WPP) today announces its invitation to holders (subject to the offer restrictions referred to below) of outstanding €750,000,000 6.625 per cent. Guaranteed Bonds due 2016 (ISIN: XS0362329517), issued by WPP plc and guaranteed by WPP 2012 Limited, WPP Air 1 Limited, WPP Air 3 Limited, WPP 2005 Limited, WPP 2008 Limited and WPP Jubilee Limited (the Existing Notes) to offer to exchange such Existing Notes for Euro-denominated Fixed Rate Guaranteed Notes due 2018 (the New Notes) to be issued by WPP and guaranteed by WPP plc, WPP 2005 Limited and WPP Jubilee Limited (the Guarantors) (the Exchange Offer).  The Exchange Offer is made on the terms and subject to the conditions set out in the Exchange Offer Memorandum dated 12 March 2015 (the Exchange Offer Memorandum), and is subject to the offer restrictions set out below and as more fully described in the Exchange Offer Memorandum.

Copies of the Exchange Offer Memorandum are (subject to distribution restrictions) available from the Exchange Agent as set out below.  Capitalised terms used in this announcement but not defined have the meanings given to them in the Exchange Offer Memorandum.

Details of the Existing Notes

Description of the Existing Notes	Common code/ISIN	Outstanding Nominal Amount	Exchange Yield (1)	Indicative Purchase Price (1)	Exchange Ratio	Maximum Acceptance Amount
€750,000,000 6.625 per cent. Guaranteed Bonds due 2016	036232951/XS0362329517	€750,000,000	0.0%	€1,075.33	100.00 per cent.	Up to €400,000,000 in nominal amount

 

(1) The Purchase Price on the Existing Notes will be determined in the manner described in the Exchange Offer Memorandum, of which WPP will pay, in respect of each €1,000 in nominal amount of the Existing Notes validly offered and accepted for exchange pursuant to the Exchange Offer, an amount in cash equal to the Purchase Price less the par value of the Existing Notes (the Cash Consideration). For information purposes only, the Purchase Price will be €1,075.33 per €1,000 in nominal amount if the Settlement Date is 23 March 2015. Should the Settlement Date be postponed, the Purchase Price will be recalculated and will be announced, as provided in the Exchange Offer Memorandum.

 

Details of the New Notes

Description of the New Notes	Common code/ISIN	Minimum New Issue Size	New Issue Spread	New Issue Price
Euro-denominated Fixed Rate Guaranteed Notes due 2018	To be confirmed	€200,000,000	0.30%	100%

Rationale for the Exchange Offer

The purpose of the Exchange Offer is to extend the maturity profile and improve balance sheet efficiency by retiring a portion of the Existing Notes and refinancing with senior unsecured funding.

Details of the Exchange Offer

Subject to the terms and conditions of this Exchange Offer Memorandum, Existing Notes validly offered for exchange by a Noteholder and accepted by WPP will be exchanged for New Notes and the Cash Consideration Payment (as defined below) on settlement of the Exchange Offer, which is expected to take place on 23 March 2015 (the Settlement Date).  The amount of New Notes delivered for each €1,000 in outstanding nominal amount of the Existing Notes accepted for exchange will be determined based on an exchange ratio of 100 per cent. The Cash Consideration Payment will be an aggregate amount in cash (rounded to the nearest €0.01, with half a cent rounded upwards) equal to the Purchase Price less the par value of the Existing Notes in respect of the aggregate nominal amount of Existing Notes validly offered and accepted for exchange by WPP.

WPP will also pay on the Settlement Date an amount in cash (rounded to the nearest €0.01) equal to interest accrued and unpaid (if any) on those Existing Notes accepted for exchange.

WPP proposes to accept for exchange pursuant to the Exchange Offer up to €400,000,000 in aggregate nominal amount of the Existing Notes (the Maximum Acceptance Amount), subject to the right of WPP, in its sole discretion, to amend this amount at any time. If the aggregate nominal amount of Existing Notes validly offered for exchange pursuant to the Exchange Offer is greater than the Maximum Acceptance Amount, WPP intends to accept such Existing Notes for exchange on a pro rata basis such that the aggregate nominal amount of such Existing Notes accepted for exchange will be scaled back so that it is no greater than the Maximum Acceptance Amount. In the event of any such scaling, WPP will only accept offers of Existing Notes for exchange to the extent such scaling will not result in the relevant Noteholder offering a nominal amount of Existing Notes for exchange of less than €100,000.

The Exchange Offer is conditional on the aggregate nominal amount of the New Notes, together with any additional notes WPP may issue on the Settlement Date on identical terms and as a single series with the New Notes (the Additional Notes), equalling a minimum of €200,000,000 (the Minimum New Issue Size).  WPP will not reduce the Minimum New Issue Size without giving Noteholders the limited revocation rights described in the Exchange Offer Memorandum, but may do so in its discretion (in consultation with the Dealer Managers).

The Purchase Price will be determined in accordance with market convention and expressed as an amount per €1,000 (with 0.005 being rounded upwards) of the nominal amount of the Existing Notes, and is intended to reflect a yield to maturity of the Existing Notes on the Settlement Date based on an Exchange Yield of 0.0%. Specifically, the Purchase Price will equal (a) the value of all remaining payments of principal and interest on the Existing Notes up to and including the scheduled maturity date of the Existing Notes discounted to the Settlement Date at a discount rate equal to the Exchange Yield, minus (b) the Accrued Interest.

The New Notes will have a maturity of 3 years from the Settlement Date and will be issued at an issue price of 100%.  At or around 12.00 p.m. (London time) (the Pricing Time) on 20 March 2015 (the Pricing Date), the Dealer Managers will determine the 3 Year Mid-Swap Rate.  The New Issue Spread will be added to such 3 Year Mid-Swap Rate to determine the New Issue Coupon, which is intended to reflect the yield to maturity of the New Notes on the Settlement Date.

Exchange Instructions

In order to participate in, and be eligible to receive New Notes and the Cash Consideration Payment pursuant to, the Exchange Offer, Noteholders must validly offer their Existing Notes for exchange by 4.00 p.m. (London time) on 19 March 2015 (the Expiration Deadline), by delivering, or arranging to have delivered on their behalf, via the relevant Clearing System a valid Exchange Instruction that is received by the Exchange Agent by the Expiration Deadline and not withdrawn prior to the Expiration Deadline.

Noteholders who wish to participate in the Exchange Offer must validly offer for exchange a minimum of €100,000 in nominal amount of Existing Notes, in order to be eligible to receive, in accordance with the terms of the Exchange Offer, a nominal amount of New Notes of at least the minimum denomination of €100,000. Exchange Instructions may thereafter be submitted in integral multiples of €1,000.

Exchange Instructions will be irrevocable except in the limited circumstances described in the Exchange Offer Memorandum.

Existing Notes that are not successfully offered for exchange pursuant to the Exchange Offer will remain outstanding.

Indicative Exchange Offer Timetable

The times and dates below are indicative only and are subject to extension or modification in accordance with the Exchange Offer Memorandum.  All times are London time.

Events	Times and Dates
Commencement of the Exchange Offer	12 March 2015
Expiration of Exchange Offer	4.00 p.m. on 19 March 2015
Announcement of Indicative Exchange Offer Results Announcement of non-binding decision by WPP whether to accept valid offers of Existing Notes for exchange pursuant to the Exchange Offer and if so, the indicative aggregate nominal amount of (i) Existing Notes accepted for exchange (including whether offers to exchange will be accepted in full (if at all) or on a pro rata basis and, where accepted on a pro rata basis, details of scaling), (ii) Existing Notes to be left outstanding following the exchange, (iii) New Notes to be issued and (iv) Additional Notes (if any) to be issued	At or around 10.00 a.m. on 20 March 2015
Pricing Time and Pricing Date Determination of the 3 Year Mid-Swap Rate and calculation of the New Issue Coupon, Purchase Price, Cash Consideration and Accrued Interest Payment	At or around 12.00 p.m. on 20 March 2015
Announcement of Exchange Offer Results and Pricing Announcement of decision by WPP whether to accept valid offers of Existing Notes for exchange pursuant to the Exchange Offer and, if so and subject to the satisfaction of the Minimum New Issue Size Condition, (A) the final aggregate nominal amount of (i) Existing Notes accepted for exchange and details of any scaling, (ii) Existing Notes to be left outstanding following the exchange, (iii) New Notes to be issued and (iv) Additional Notes (if any) to be issued, (B) the New Issue Coupon, (C) the Purchase Price, (D) the Cash Consideration and (E) the Accrued Interest Payment	As soon as reasonably practicable after the Pricing Time on the Pricing Date
Settlement Date	23 March 2015

The above times and dates are subject to the right of WPP to extend, re-open, amend, waive any condition of or terminate the Exchange Offer at any time (subject to applicable law and as provided in the Exchange Offer Memorandum).  Details of any such extension, re-opening, amendment, waiver or termination will be announced wherever applicable as provided in the Exchange Offer Memorandum as soon as reasonably practicable after the relevant decision is made.

Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Existing Notes when such intermediary would require to receive instructions to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Exchange Offer in order to meet the deadlines specified above and in the Exchange Offer Memorandum.  The deadlines set by any such intermediary and each Clearing System for the submission and withdrawal of Exchange Instructions will be earlier than the relevant deadlines specified above and in the Exchange Offer Memorandum.

Unless stated otherwise, announcements will be made by WPP (i) by the issue of a press release to a Notifying News Service, (ii) by the delivery of notices to the Clearing Systems for communication to Direct Participants and (iii) through RNS, and may also be found on the relevant Reuters International Insider Screen.  Significant delays may be experienced in respect of notices delivered to the Clearing Systems and Noteholders are urged to contact the Exchange Agent for the relevant announcements during the course of the Exchange Offer.

Noteholders are advised to read carefully the Exchange Offer Memorandum for full details of and information on the procedures for participating in the Exchange Offer.

Barclays Bank PLC, BNP Paribas, Commerzbank Aktiengesellschaft and The Royal Bank of Scotland plc are acting as Dealer Managers (together, the Dealer Managers) and Lucid Issuer Services Limited is acting as Exchange Agent.

Questions and requests for assistance in connection with the Exchange Offer may be directed to any Dealer Manager.

DEALER MANAGERS
Barclays Bank PLC	BNP Paribas
5 The North Colonnade Canary Wharf London E14 4BB United Kingdom   United Kingdom Tel: +44 20 3134 8515 Attention: Liability Management Group Email: [email protected]	10 Harewood Avenue London NW1 6AA United Kingdom   Tel: +44 20 7595 8668 Attention:  Liability Management Group Email: [email protected]
Commerzbank Aktiengesellschaft	The Royal Bank of Scotland plc
Kaiserstraße 16 (Kaiserplatz) 60311 Frankfurt am Main Federal Republic of Germany   Tel: +49 69 136 59920 Attention: Liability Management Group Email: [email protected]	135 Bishopsgate London EC2M 3UR United Kingdom   Tel: +44 20 7678 9896 Attention: Liability Management Email: [email protected]

Questions and requests for assistance in connection with the delivery of Exchange Instructions and requests for copies of the Exchange Offer Memorandum may be directed to the Exchange Agent.

EXCHANGE AGENT

Lucid Issuer Services Limited Leroy House 436 Essex Road London N1 3QP United Kingdom Tel: +44 20 7704 0880 Attention: David Shilson Email: [email protected]

DISCLAIMER This announcement must be read in conjunction with the Exchange Offer Memorandum.  This announcement and the Exchange Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Exchange Offer.  If you are in any doubt as to the contents of this announcement or the Exchange Offer Memorandum or the action you should take, you are recommended to seek your own financial and legal advice, including as to any tax consequences, immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser.  Any individual or company whose Existing Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to offer Existing Notes for exchange pursuant to the Exchange Offer.  None of the Dealer Managers, the Exchange Agent, WPP or the Guarantors makes any recommendation as to whether Noteholders should offer Existing Notes for exchange pursuant to the Exchange Offer.

OFFER AND DISTRIBUTION RESTRICTIONS

Neither this announcement nor the Exchange Offer Memorandum constitutes an offer to sell or buy or a solicitation of an offer to sell or buy the Existing Notes and/or New Notes and/or any Additional Notes, as applicable, (and offers of Existing Notes for exchange in the Exchange Offer will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful.  In those jurisdictions where the securities, blue sky or other laws require the Exchange Offer to be made by a licensed broker or dealer and any of the Dealer Managers or their respective affiliates is such a licensed broker or dealer in such jurisdictions, the Exchange Offer shall be deemed to be made by such Dealer Manager or affiliate (as the case may be) on behalf of WPP in such jurisdictions.

The distribution of this announcement and the Exchange Offer Memorandum in certain jurisdictions may be restricted by law.  Persons into whose possession this announcement or the Exchange Offer Memorandum comes are required by WPP, the Guarantors, the Dealer Managers and the Exchange Agent to inform themselves about, and to observe, any such restrictions.

United States

The Exchange Offer is not being made and will not be made directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States or to, or for the account or benefit of, persons located or resident in the United States (as defined in Regulation S under the Securities Act) or to any U.S. persons (as defined in Regulation S under the Securities Act (each a U.S. Person)).  This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone and the internet.  Accordingly, copies of this announcement, the Exchange Offer Memorandum and any other documents or materials relating to the Exchange Offer are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to U.S. Persons and Existing Notes cannot be offered for exchange in the Exchange Offer by any such use, means, instruments or facilities or from within the United States or by U.S. Persons.  Any purported offer of Existing Notes for exchange resulting directly or indirectly from a violation of these restrictions will be invalid and offers of Existing Notes for exchange made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States or any U.S. Person will be invalid and will not be accepted.

Neither this announcement nor the Exchange Offer Memorandum is an offer of securities for sale in the United States or to U.S. Persons.  Securities may not be offered or sold in the United States absent registration under, or an exemption from the registration requirements of, the Securities Act.  The New Notes and Additional Notes (if any) and the guarantees thereof have not been, and will not be, registered under the Securities Act, or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. Persons.  The purpose of this announcement and the Exchange Offer Memorandum is limited to the Exchange Offer and neither this announcement nor the Exchange Offer Memorandum may be sent or given to a person in the United States or otherwise to any person other than in an offshore transaction in accordance with Regulation S under the Securities Act.

Each holder of Existing Notes participating in the Exchange Offer will represent that it is not located in the United States and is not participating in the Exchange Offer from the United States and is not a U.S. Person or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Exchange Offer from the United States and is not a U.S. Person.  For the purposes of this and the above two paragraphs, United States means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.

United Kingdom

The communication of this announcement, the Exchange Offer Memorandum and any other documents or materials relating to the Exchange Offer is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 (the FSMA). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only being made to those persons in the United Kingdom who are existing members or creditors of WPP or who fall within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order)) or persons who are within Article 49 of the Order or any other persons to whom it may otherwise lawfully be made under the Order.

France

The Exchange Offer is not being made, directly or indirectly, to the public in the Republic of France (France).  None of this announcement, the Exchange Offer Memorandum or any other document or material relating to the Exchange Offer has been or shall be distributed to the public in France and only: (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers); and/or (ii) qualified investors (Investisseurs Qualifiés), as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 and D.411.3 of the French Code Monétaire et Financier are eligible to participate in the Exchange Offer.  Neither this announcement nor the Exchange Offer Memorandum has been submitted for clearance to the Autorité des Marchés Financiers.

Italy

None of the Exchange Offer, this announcement, the Exchange Offer Memorandum or any other documents or materials relating to the Exchange Offer have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations.  The Exchange Offer is being carried out in the Republic of Italy (Italy) as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the Financial Services Act) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended (the Issuers' Regulation).  The Exchange Offer is also being carried out in compliance with article 35-bis, paragraph 7 of the Issuers' Regulation. Holders or beneficial owners of the Existing Notes located in Italy may offer to exchange their Existing Notes in the Exchange Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.  Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Existing Notes or the Exchange Offer.

Switzerland

The Exchange Offers are not being made or offered in Switzerland. Accordingly, Noteholders are notified that, to the extent such Noteholders are located or resident in Switzerland, the Exchange Offer is not available to them and they may not offer Existing Notes for exchange in the Exchange Offer nor may the New Notes or any Additional Notes be offered, sold or delivered in Switzerland and, as such, any Exchange Instruction received from or on behalf of such persons shall be ineffective and void, and none of this announcement, the Exchange Offer Memorandum nor any other documents or materials relating to the Exchange Offer, the Existing Notes, the New Notes or any Additional Notes may be distributed or made available in Switzerland.

Belgium

None of this announcement, the Exchange Offer Memorandum and any other documents or materials relating to the Exchange Offer have been submitted to or will be submitted for approval or recognition to the Financial Services and Markets Authority (Autorité des services et marchés financiers/Autoriteit financiële diensten en markten ) and, accordingly, the Exchange Offer may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids (the Belgian Takeover Law) or as defined in Article 3 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (the Belgian Prospectus Law), each as amended or replaced from time to time.  Accordingly, the Exchange Offer may not be advertised and the Exchange Offer will not be extended, and none of this announcement, the Exchange Offer Memorandum and any other documents or materials relating to the Exchange Offer (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Prospectus Law (as amended from time to time), acting on their own account or in any other circumstances set out in Article 6(4) of the Belgian Takeover Law and Article 3(4) of the Belgian Prospectus Law. Insofar as Belgium is concerned, this announcement and the Exchange Offer Memorandum have been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Exchange Offer.  Accordingly, the information contained in this announcement and/or the Exchange Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.

Jersey

WPP does not intend to seek or obtain the consent of the Jersey Financial Services Commission (including, without limitation, under the Control of Borrowing (Jersey) Order 1958) to the circulation in Jersey of this announcement, the Exchange Offer Memorandum or of any other document or material relating to the Exchange Offer.  Accordingly, none of this announcement, the Exchange Offer Memorandum and any other document or material relating to the Exchange Offer may be circulated in Jersey.