25th Oct 2005 08:31
WPP Group PLC25 October 2005 Announcement that the Scheme of Arrangement has become Effective 25 October 2005 WPP Group plc Scheme of Arrangement becomes effective The order made by the High Court on 24 October 2005 sanctioning the scheme ofarrangement (the Scheme) between WPP Group plc (WPP) and the holders of theScheme Shares (as defined in the Scheme), and confirming the related reductionof share capital of WPP, has today been delivered to the Registrar of Companiesin England and Wales for registration and to be registered by him. Accordingly,the Scheme has today become effective in accordance with its terms and a newparent company for the WPP Group has been created. This new parent company wascalled WPP 2005 plc (New WPP), but has been today renamed WPP Group plc. WPPhas been renamed WPP 2005 plc. Furthermore, dealings on the London StockExchange in New WPP shares commenced at 8.00 a.m. today and dealings on NASDAQin New WPP ADSs will begin at 9.30 a.m. As a result of the Scheme of Arrangement, 1,256,650,040 New WPP shares of 475peach have been issued to former WPP Share Owners. The last day of dealings in WPP Shares and WPP ADSs was 24 October 2005. Theshare certificates for the New WPP Shares will be despatched on or before 8November 2005. It is proposed that the nominal value of each ordinary share of New WPP will bereduced by 465p from 475p to 10p. It is currently proposed that, subject toCourt approval, such reduction will become effective on 27 October 2005. Enquiries: Feona McEwan Tel: +44 (0)20 7408 2204 Additional information Unless the context otherwise appears, terms defined in WPP's scheme circulardated 31 August 2005 have the same meaning in this announcement. The directors of WPP accept responsibility for the information contained in thisannouncement and, to the best of their knowledge and belief (having takenreasonable care to ensure that such is the case), the information contained inthis announcement is in accordance with the facts and does not omit anythinglikely to affect the import of such information. Merrill Lynch International, which is authorised and regulated in the UK by theFinancial Services Authority, is acting exclusively for WPP and New WPP inconnection with the Scheme Proposals and for no-one else and will not beresponsible to anyone other than WPP and New WPP for providing the protectionsafforded to their respective clients, for the contents of this announcement, orfor providing advice in relation to the Proposals. Securities may not be offered or sold in the United States unless they areregistered under the US Securities Act of 1933, as amended, (the "US SecuritiesAct") or exempt from such registration. The New WPP Shares being issued to WPPShare Owners under the Scheme have not been and will not be registered under theUS Securities Act (nor under the securities laws of any state of the UnitedStates), but will be issued in reliance upon the exemption from the registrationrequirements of the US Securities Act provided by section 3(a)(10) thereof.Neither the SEC nor any US state securities commission has approved ordisapproved of the New WPP Shares or passed upon the adequacy or accuracy of anydocument relating to the Scheme. Any representation to the contrary is acriminal offence in the United States. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
WPP