REG - WPP PLC - Announcement of Final Exchange Offer Results <Origin Href="QuoteRef">WPP.L</Origin>

WPPAnnouncement

20/03/2015 13:31

RNS Number : 0661I
WPP PLC
20 March 2015
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 FINAL EXCHANGE OFFER RESULTS AND PRICING 
Further to its announcement earlier today, WPP Finance 2013 (WPP) hereby announces the final 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).
The Exchange Offer was made on the terms and subject to the conditions set out in the Exchange Offer Memorandum dated 12 March 2015 (the Exchange Offer Memorandum). Capitalised terms used in this announcement but not defined have the meanings given to them in the Exchange Offer Memorandum.
The final results and pricing details of the Exchange Offer, as determined at or around 12 noon (London time) today, 20 March 2015, are as follows:
Details of the Existing Notes
Description of Existing Notes
ISIN
Aggregate nominal
amount of Existing Notes accepted for exchange
Scaling Factor
Purchase Price*
Cash Consideration*
Accrued Interest Payment*
750,000,000 6.625% Guaranteed Bonds due 2016
XS0362329517
251,910,000
Not applicable
1,075.33
75.33
57.17
* Purchase Price, Cash Consideration and Accrued Interest Payment are each expressed as an amount per 1,000 in nominal amount of Existing Notes
Details of the New Issue
Description of New Notes
ISIN
Aggregate nominal amount of New Notes
3 Year Mid-Swap Rate
New Issue Spread
New Issue Coupon
New Issue Price
251,910,000 0.430% Guaranteed Notes due 2018
XS1205534297
251,910,000
0.130%
0.30%
0.430%
100%
251,910,000 in aggregate nominal amount of the Existing Notes were accepted for exchange in the Exchange Offer and will be exchanged for 251,910,000 in aggregate nominal amount of New Notes on the Settlement Date. WPP confirms that no pro rata scaling was applied. Holders of Existing Notes accepted for exchange in the Exchange Offer will also receive (i) the Accrued Interest Payment of 57.17 for each 1,000 in nominal amount of such Existing Notes and (ii) the Cash Consideration of 75.33 for each 1,000 in nominal amount of such Existing Notes. 498,090,000 in aggregate nominal amount of Existing Notes will be left outstanding following the exchange. No Additional Notes will be issued by WPP on the Settlement Date.
The expected Settlement Date for the Exchange Offer is 23 March 2015.
Barclays Bank PLC, BNP Paribas, Commerzbank Aktiengesellschaftand 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 (0) 20 3134 8515
Attention: Liability Management Group
Email: eu.lm@barclays.com
10 Harewood Avenue
London NW1 6AA
United Kingdom
Tel: +44 20 7595 8668
Attention: Liability Management Group
Email: liability.management@bnpparibas.com
Commerzbank Aktiengesellschaft
The Royal Bank of Scotland plc
Kaiserstrae 16 (Kaiserplatz)
60311 Frankfurt am Main
Federal Republic of Germany
Tel: +49 69 136 59920
Attention: Liability Management Group
Email:liability.management@commerzbank.com
135 Bishopsgate
London EC2M 3UR
United Kingdom
Tel: +44 20 7678 9896
Attention: Liability Management
Email: liabilitymanagement@rbs.com
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: wpp@lucid-is.com
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 each of WPP, the Guarantors, the Dealer Managers and the Exchange Agent to inform themselves about, and to observe, any such restrictions.

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