WPP PLC — Major Shareholding Notification 2020

Aug 5, 2020

6-K 1 a2208v.htm NOTIFICATION OF MAJOR HOLDINGS Document created using Blueprint(R) - powered by Issuer Direct - www.issuerdirect.com Copyright 2020 Issuer Direct Corporation a2208v

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 6-K

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Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the Month of August 2020

Commission File Number: 001-38303

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WPP plc

(Translation of registrant's name into English)

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Sea Containers, 18 Upper Ground

London, United Kingdom SE1 9GL

(Address of principal executive offices)

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Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F X Form 40-F ___

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ___

Note : Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ___

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Forward-Looking Statements

In connection with the provisions of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”), WPP plc and its subsidiaries (the “Company”) may include forward-looking statements (as defined in the Reform Act) in oral or written public statements issued by or on behalf of the Company. These forward-looking statements may include, among other things, plans, objectives, projections and anticipated future economic performance based on assumptions and the like that are subject to risks and uncertainties. As such, actual results or outcomes may differ materially from those discussed in the forward-looking statements. Important factors that may cause actual results to differ include but are not limited to: the unanticipated loss of a material client or key personnel, delays or reductions in client advertising budgets, shifts in industry rates of compensation, regulatory compliance costs or litigation, natural disasters or acts of terrorism, the Company’s exposure to changes in the values of major currencies other than the UK pound sterling (because a substantial portion of its revenues are derived and costs incurred outside of the United Kingdom) and the overall level of economic activity in the Company’s major markets (which varies depending on, among other things, regional, national and international political and economic conditions and government regulations in the world’s advertising markets). In addition, you should consider the risks described in Item 3D, captioned “Risk Factors” in the Company’s Form 20-F for the year ended 31 December 2019, which could also cause actual results to differ from forward-looking information. In light of these and other uncertainties, the forward-looking statements included in the oral or written public statements should not be regarded as a representation by the Company that the Company’s plans and objectives will be achieved.

The Company undertakes no obligation to update or revise any such forward-looking statements, whether as a result of new information, future events or otherwise.

EXHIBIT INDEX

Exhibit No.	Description
1	Form TR-1 Notification of Major Holdings dated 5 August 2020,
prepared by WPP plc.

| TR- 1: Standard form for notification of major
holdings | | | | |
| --- | --- | --- | --- | --- |
| NOTIFICATION OF MAJOR
HOLDINGS (to be sent to
the relevant issuer and to
the FCA in Microsoft Word format if possible) | | | | |
| 1a. Identity of the issuer or the underlying issuer of existing
shares to which voting rights are attached: | | WPP
PLC | | |
| 1b. Please indicate if the
issuer is a non-UK issuer (please mark with an "X" if
appropriate) | | | | |
| Non-UK
issuer | | | | |
| 2. Reason for the
notification (please mark
the appropriate box or boxes with an "X") | | | | |
| An
acquisition or disposal of voting rights | | | | X |
| An
acquisition or disposal of financial instruments | | | | |
| An
event changing the breakdown of voting rights | | | | |
| Other
(please specify): | | | | |
| 3. Details of person subject to the notification
obligation | | | | |
| Name | | Harris
Associates L.P. | | |
| City
and country of registered office (if applicable) | | Wilmington,
Delaware, USA | | |
| 4. Full name of
shareholder(s) (if
different from 3) | | | | |
| Name | | | | |
| City
and country of registered office (if applicable) | | | | |
| 5. Date on which the threshold was crossed or reached: | | 03/08/2020 | | |
| 6. Date on which issuer notified (DD/MM/YYYY): | | 04/08/2020 | | |
| 7. Total positions of person(s) subject to the notification
obligation: | | | | |
| | % of voting rights attached to shares (total of 8.A) | % of voting rights through financial instruments (total of 8.B.1 + 8.B.2) | Total of both in % (8.A + 8.B) | Total number of voting rights of issuer |
| Resulting
situation on the date on which threshold was crossed or
reached | 5.02% | | 5.02% | 1,225,329,072 |
| Position
of previous notification (if applicable) | 4.99% | | 4.99% | |

| 8. Notified details of the resulting situation on the date on which
the threshold was crossed or reached: | | | | | |
| --- | --- | --- | --- | --- | --- |
| A: Voting rights attached to shares | | | | | |
| Class/type of
shares ISIN code (if
possible) | Number of voting rights | | | % of voting rights | |
| | Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) | Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) | | Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) | Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) |
| JE00B8KF9B49 Ordinary Shares | | 61,473,852 | | | 5.02% |
| SUBTOTAL 8.A | 61,473,852 | | | 5.02% | |
| B 1: Financial Instruments according to Art. 13(1)(a) of Directive
2004/109/EC (DTR5.3.1.1 (a)) | | | | | |
| Type of financial instrument | Expiration date | Exercise/ Conversion Period | Number of voting rights that may be acquired if the instrument is
exercised/converted | | % of voting rights |
| | | SUBTOTAL 8.B.1 | | | |
| B 2: Financial Instruments with similar economic effect according
to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1
(b)) | | | | | |
| Type of financial instrument | Expiration date | Exercise/ Conversion Period | Physical or cash settlement | Number of voting rights | % of voting rights |
| | | | SUBTOTAL 8.B.2 | | |

| 9. Information in relation to
the person subject to the notification
obligation (please mark
the applicable box with an "X") | | | |
| --- | --- | --- | --- |
| Person
subject to the notification obligation is not controlled by any
natural person or legal entity and does not control any other
undertaking(s) holding directly or indirectly an interest in the
(underlying) issuer. | | | |
| Full chain of controlled undertakings through
which the voting rights and/or the financial instruments are
effectively held starting with the ultimate controlling natural
person or legal entity (please add additional rows as
necessary) | | | X |
| Name | % of voting rights if it equals or is higher than the notifiable
threshold | % of voting rights through financial instruments if it equals or is
higher than the notifiable threshold | Total of both if it equals or is higher than the notifiable
threshold |
| Harris Associates L.P. | 5.02% | | 5.02% |
| 10. In case of proxy voting, please identify: | | | |
| Name
of the proxy holder | | | |
| The
number and % of voting rights held | | | |
| The
date until which the voting rights will be held | | | |
| 11. Additional information: | | | |
| Place of completion | Chicago | | |
| Date of completion | 04/08/2020 | | |

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

| | WPP
PLC |
| --- | --- |
| | (Registrant) |
| Date: 5
August 2020. | By:
____ |
| | Balbir
Kelly-Bisla |
| | Company
Secretary |

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