WPP plc 6-K, filed May 26, 2022
WPP plc (WPP)
6-K
2022-05-26
For: 2022-05-26
View Original
Added on
April 12, 2026
About this 6-K
WPP plc filed this 6-K on May 26, 2022.
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 May 2022
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 U.S. Private Securities
Litigation Reform Act of 1995 (the ‘Reform Act’), 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, beliefs,
intentions, strategies, projections and anticipated future economic
performance based on assumptions and the like that are subject to
risks and uncertainties. These statements can be identified by the
fact that they do not relate strictly to historical or current
facts. They use words such as ‘anticipate’,
‘estimate’, ‘expect’, ‘intend’,
‘will’, ‘project’, ‘plan’,
‘believe’, ‘target’, and other words and
similar references to future periods but are not the exclusive
means of identifying such statements. As such, all forward-looking
statements involve risk and uncertainty because they relate to
future events and circumstances that are beyond the control of the
Company. Actual results or outcomes may differ materially from
those discussed or implied in the forward-looking statements.
Therefore, you should not rely on such forward-looking statements,
which speak only as of the date they are made, as a prediction of
actual results or otherwise. Important factors which may cause
actual results to differ include but are not limited to: the impact
of outbreaks, epidemics or pandemics, such as the Covid-19 pandemic
and ongoing challenges and uncertainties posed by the Covid-19
pandemic for businesses and governments around the world; 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; changes
in competitive factors in the industries in which we operate and
demand for our products and services; our inability to realise the
future anticipated benefits of acquisitions; failure to realise our
assumptions regarding goodwill and indefinite lived intangible
assets; natural disasters or acts of terrorism; the Company’s
ability to attract new clients; the economic and geopolitical
impact of the Russian invasion of Ukraine; the risk of global
economic downturn; technological changes and risks to the security
of IT and operational infrastructure, systems, data and information
resulting from increased threat of cyber and other attacks; the
Company’s exposure to changes in the values of other major
currencies (because a substantial portion of its revenues are
derived and costs incurred outside of the UK); 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,” 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
this document should not be regarded as a representation by the
Company that the Company’s plans and objectives will be
achieved. Neither the Company, nor any of its directors, officers
or employees, provides any representation, assurance or guarantee
that the occurrence of any events anticipated, expressed or implied
in any forward-looking statements will actually occur. 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
|
Notification of Major Holdings dated 26 May 2022, prepared by WPP
plc.
|
TR-1: Standard form for notification of major holdings
1. Issuer Details
|
JE00B8KF9B49
|
|
WPP PLC
|
|
Non-UK
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2. Reason for Notification
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An acquisition or disposal of voting rights
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3. Details of person subject to the notification
obligation
|
Wellington Management Company LLP
|
|
|
|
US
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4. Details of the shareholder
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Name
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City
of registered office
|
Country
of registered office
|
|
Vidacos
Nominees Limited
|
|
|
|
State
Street Nominees Limited
|
|
|
|
ROY
Nominees Limited
|
|
|
|
Nortrust Nominees
Limited
|
|
|
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Mellon
Nominees (UK) Ltd.
|
|
|
|
JP
Morgan Chase Nominees Limited
|
|
|
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HSBC
Global Custody Nominee (UK) Limited
|
|
|
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Euroclear Nominees
Limited
|
|
|
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BNY
Mellon Nominees Limited
|
|
|
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BBH ISL
Nominees Ltd
|
|
|
5. Date on which the threshold was crossed or reached
|
25-May-2022
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6. Date on which Issuer notified
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26-May-2022
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7. Total positions of person(s) subject to the notification
obligation
|
|
% of voting rights attached to shares (total of 8.A)
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% 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 held in issuer
|
|
Resulting
situation on the date on which threshold was crossed or
reached
|
4.960000
|
0.080000
|
5.040000
|
55204098
|
|
Position
of previous notification (if applicable)
|
4.910000
|
0.080000
|
4.990000
|
|
8. Notified details of the resulting situation on the date on which
the threshold was crossed or reached
8A. Voting rights attached to shares
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Class/Type of shares ISIN code(if possible)
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Number of direct voting rights (DTR5.1)
|
Number of indirect voting rights (DTR5.2.1)
|
% of direct voting rights (DTR5.1)
|
% of indirect voting rights (DTR5.2.1)
|
|
JE00B8KF9B49
|
|
54296856
|
|
4.960000
|
|
Sub
Total 8.A
|
54296856
|
4.960000%
|
||
8B1. Financial Instruments according to (DTR5.3.1R.(1)
(a))
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Type of financial instrument
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Expiration date
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Exercise/conversion period
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Number of voting rights that may be acquired if the instrument is
exercised/converted
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% of voting rights
|
|
Depository
Receipt
|
|
|
105
|
0.000000
|
|
Sub
Total 8.B1
|
|
105
|
0.000000%
|
|
8B2. Financial Instruments with similar economic effect according
to (DTR5.3.1R.(1) (b))
|
Type of financial instrument
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Expiration date
|
Exercise/conversion period
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Physical or cash settlement
|
Number of voting rights
|
% of voting rights
|
|
Equity
Swap
|
22/05/2023
|
25/01/2022 to
22/05/2023
|
Cash
|
876601
|
0.080000
|
|
Equity
Swap
|
15/05/2023
|
25/01/2022 to
15/05/2023
|
Cash
|
30536
|
0.000000
|
|
Sub
Total 8.B2
|
|
907137
|
0.080000%
|
||
9. Information in relation to the person subject to the
notification obligation
|
2. 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
entities (please add additional rows as necessary)
|
|
Ultimate controlling person
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Name of controlled undertaking
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% 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
|
|
Wellington
Management Group LLP
|
Wellington Group
Holdings LLP
|
5.470000
|
|
5.550000%
|
|
Wellington Group
Holdings LLP
|
Wellington
Investment Advisors Holdings LLP
|
5.470000
|
|
5.550000%
|
|
Wellington
Investment Advisors Holdings LLP
|
Wellington
Management Company LLP
|
|
|
5.040000%
|
10. In case of proxy voting
|
|
|
|
|
|
11. Additional Information
|
Wellington Management Company LLP has crossed above the 5%
notification threshold for voting rights attached to shares and
financial instruments in its own right. Wellington Management
Company LLP is an investment management entity that manages the
assets of certain funds and/or managed accounts.Wellington
Management Company LLP is a direct controlled undertaking of
Wellington Investment Advisors Holdings LLP, which, in turn, is a
direct controlled undertaking of Wellington Group Holdings LLP,
which, in turn, is a direct controlled undertaking of Wellington
Management Group LLP.
|
12. Date of Completion
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26-May-2022
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13. Place Of Completion
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London, UK
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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:
26 May 2022
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By:
______________________
|
|
|
Balbir
Kelly-Bisla
|
|
|
Company
Secretary
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