NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED IN THE EXCHANGE OFFER MEMORANDUM REFERRED TO 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
20 March 2015
WPP FINANCE 2013 ANNOUNCES INDICATIVE EXCHANGE OFFER RESULTS
Further to its announcement on 12 March 2015, WPP Finance 2013 (WPP) hereby announces the indicative results in respect of its invitation to holders 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). A further final results announcement will be made later today following pricing in accordance with the Exchange Offer Memorandum dated 12 March 2015 (the Exchange Offer Memorandum).
The Exchange Offer was made on the terms and subject to the conditions set out in the Exchange Offer Memorandum. Capitalised terms used in this announcement but not defined have the meanings given to them in the Exchange Offer Memorandum.
WPP has received valid offers of €251,910,000 in aggregate nominal amount of the Existing Notes for exchange. Subject to pricing, WPP expects to accept all valid offers of Existing Notes in full with no pro rata scaling and to pay a Cash Consideration Payment and an Accrued Interest Payment in respect of such Existing Notes, as further described in the Exchange Offer Memorandum.
Description of Existing Notes |
ISIN |
Indicative aggregate nominal amount of Existing Notes accepted for exchange |
Indicative Scaling Factor |
Exchange Ratio |
€750,000,000 6.625% Guaranteed Bonds due 2016 |
XS0362329517 |
€251,910,000 |
Not applicable |
100% |
Subject to pricing, WPP expects to exchange the Existing Notes accepted for exchange in the Exchange Offer for €251,910,000 in aggregate nominal amount of New Notes on the Settlement Date. The New Notes are to be issued by WPP under the existing €2,500,000,000 Euro Medium Term Note Programme of WPP and the other issuers named therein, guaranteed by the Guarantors, and the common code and ISIN are as follows: 120553429/ XS1205534297. Based on the indicative results set out in this announcement, WPP expects that €498,090,000 in aggregate nominal amount of Existing Notes will be left outstanding following the exchange. WPP does not intend to issue any Additional Notes on the Settlement Date.
The New Issue Coupon, Cash Consideration and Accrued Interest Payment, amongst other figures, will be calculated at or around 12 noon (London time) today and will be announced by WPP as soon as reasonably practicable thereafter.
The expected Settlement Date for the Exchange Offer is 23 March 2015.
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.
DEALER MANAGERS |
Barclays Bank PLC |
BNP Paribas |
5 The North Colonnade Canary Wharf London E14 4BB 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] |
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. No offer or invitation to acquire or sell any securities is being made pursuant to this announcement. 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.
