WPP plc 6-K, filed Aug 5, 2020
WPP plc (WPP)
6-K
2020-08-05
For: 2020-08-05
View Original
Added on
April 12, 2026
About this 6-K
WPP plc filed this 6-K on August 5, 2020.
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_____________________
FORM
6-K
____________________
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
______________________
WPP
plc
(Translation
of registrant's name into English)
________________________
Sea
Containers, 18 Upper Ground
London,
United Kingdom SE1 9GL
(Address
of principal executive offices)
_________________________
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
|
||||||
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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:
|
|||||
|
|
|||||
|
|
|||||
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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
|