REG - WPP PLC - Announcement of indicative exchange offer results <Origin Href="QuoteRef">WPP.L</Origin>

WPPAnnouncement

20/03/2015 10:31

RNS Number : 0225I
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 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-denominatedFixed 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 WPPand 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 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 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 WPP, the Guarantors, the Dealer Managers and the Exchange Agent to inform themselves about, and to observe, any such restrictions.

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