WPP Announces Preliminary Results of Private Exchange Offer

NEW YORK, Nov. 16, 2011 /PRNewswire/ -- WPP plc (NYSE: WPPGY) ("WPP") announces the preliminary results of its previously announced private offer to exchange (the "Private Exchange Offer") a portion of the existing 5.875% senior unsecured notes due 2014 (the "Old Notes"), issued by its subsidiary WPP Finance (UK), which Old Notes are guaranteed by WPP plc and certain of WPP plc's subsidiaries, for up to $450 million aggregate principal amount of 4.75% senior notes due 2021 issued by WPP Finance 2010 ("New Notes"), which New Notes will be guaranteed by WPP plc and certain of its subsidiaries.  The Private Exchange Offer is being made upon the terms and subject to the conditions set forth in the confidential offering memorandum dated November 2, 2011 (the "Offering Memorandum"), which is available exclusively to Eligible Investors (as defined in the Offering Memorandum).

As of 5:00 p.m., New York City time, on November 16, 2011 (the "Early Participation Date"), $281,369,000 principal amount of Old Notes had been validly tendered and not validly withdrawn pursuant to the Private Exchange Offer. Withdrawal rights for Old Notes tendered in the Private Exchange Offer have expired and Old Notes tendered prior to the Early Participation Date or tendered subsequent thereto may not be withdrawn.

The Private Exchange Offer is scheduled to expire at midnight, New York City time, on December 1, 2011.  Consummation of the Private Exchange Offer is conditioned upon the satisfaction or, where permitted, waiver of the conditions described in the Offering Memorandum, including the condition, that may not be waived, that the previously announced private cash offering of New Notes (the "Private Cash Offering"), which is scheduled to close on November 21, 2011, has been completed and $500 million aggregate principal amount of New Notes has been issued pursuant thereto and that the New Notes in the Private Exchange Offer will comprise part of the same series as, and will be fungible for U.S. federal income tax purposes with, the New Notes (and related guarantees) sold in the Private Cash Offering.

The New Notes and related guarantees (the "Guarantees") offered in the Private Exchange Offer have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any other applicable securities laws. Unless so registered, such New Notes and Guarantees may not be offered, sold, pledged or otherwise transferred within the United States or to or for the account or benefit of any U.S. person, except pursuant to an exemption from the registration requirements of the Securities Act. Accordingly, the New Notes and Guarantees are being offered in the Private Exchange Offer only (i) in the United States to "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) and (ii) outside the United States, to persons who are not U.S. persons (as defined in Regulation S under the Securities Act) and who are non-U.S. qualified offerees, as defined in the Offering Memorandum.

The complete terms and conditions of the Private Exchange Offer are set forth in the Offering Memorandum for the Private Exchange Offer. Documents relating to the Private Exchange Offer will only be distributed to noteholders who complete and return a letter of eligibility confirming that they are Eligible Investors for the purposes of the Private Exchange Offer. Noteholders who desire a copy of the eligibility letter should contact MacKenzie Partners, Inc., the information agent for the Private Exchange Offer, at +1 800 322-2885 (U.S. toll-free) or +1-212-929-5500 (outside the U.S.).

Disclaimer

This press release is neither an offer to sell nor a solicitation of an offer to buy any securities in the United States or elsewhere. The New Notes and Guarantees have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. The Private Cash Offering and the Private Exchange Offer are made only by, and pursuant to, the terms set forth in the related offering memorandums. Neither the Private Cash Offering nor the Private Exchange Offer are being made to persons in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

SOURCE WPP plc