24th Oct 2005 15:24
WPP Group PLC24 October 2005 Announcement of Court Approval of the Scheme of Arrangement 24 October 2005 WPP Group plc Proposed Scheme of Arrangement between WPP Group plc (WPP) and the holders ofthe Scheme Shares approved by the Court The High Court has today made an order sanctioning the scheme of arrangement(the Scheme) between WPP and the holders of the Scheme Shares (as defined in theScheme) and confirming the related reduction of share capital of WPP. Pursuant to the terms of the Scheme, a new parent company will be introduced forthe WPP group. This new parent company is currently called WPP 2005 plc (NewWPP), but will be renamed WPP Group plc on the Scheme becoming effective. WPPGroup plc's name will change to WPP 2005 plc on the Scheme becoming effective. It is intended that the Court order will be delivered to the Registrar ofCompanies for registration, and the Scheme will become effective, before 8.00a.m. on 25 October 2005. The intended timetable for implementation of the Scheme is as follows:Last day of dealings in WPP Shares and WPP ADSs 24 October 2005 Scheme Record Time 6.00 p.m., 24 October 2005 Scheme becomes effective Before 8.00 a.m., 25 October 2005 Delisting of WPP Shares, New WPP Shares admitted to Official 8.00 a.m., 25 October 2005List, crediting of New WPP Shares to CREST accounts and dealingsin New WPP Shares commence on the London Stock Exchange Delisting of WPP ADSs and dealings in New WPP ADSs commence on 9.30 a.m., 25 October 2005NASDAQ Latest date for despatch of New WPP Shares certificates 8 November 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 to be 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