WPP PLC

Capital/Financing Update • Mar 20, 2015

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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 Aktiengesellschaft and 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
Kaiserstraße 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.

This information is provided by RNS

The company news service from the London Stock Exchange

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