WPP plc 6-K, filed Oct 13, 2021
WPP plc (WPP)
6-K
2021-10-13
For: 2021-10-13
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Added on
April 12, 2026
About this 6-K
WPP plc filed this 6-K on October 13, 2021.
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 October 2021
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
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Exhibit
No.
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Description
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1
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Finsbury Glover Hering and Sard Verbinnen to Merge dated 13 October
2021, prepared by WPP plc.
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FOR IMMEDIATE RELEASE
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13 October 2021
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WPP PLC ("WPP")
Finsbury Glover Hering and Sard Verbinnen & Co to Merge,
Creating Global Strategic Communications Leader
WPP today announces that its majority-owned subsidiary, Finsbury
Glover Hering Corporation ("Finsbury Glover Hering"), and Sard
Verbinnen & Co ("SVC") have reached agreement on the terms of a
merger to create the world's leading strategic communications firm
advising clients in navigating critical opportunities and
challenges (the "Transaction").
The new firm will help clients achieve their missions and realise
their business goals, with approximately 1,000 professionals
operating from 25 offices in Asia, Europe, the Middle East and the
United States, including its global headquarters in New York. Pro
forma combined 2020 revenue was more than $330
million.
Over the past three decades, both Finsbury Glover Hering and SVC
have built impressive reputations advising clients during their
most significant transformational events. The firm will be a leader
in all aspects of strategic communications, including government
affairs, corporate reputation, crisis management, and
transformation and change, as well as the leading force in
financial communications worldwide, with strong experience and
expertise in M&A, private equity, IPOs, SPAC transactions,
shareholder activism and restructurings.
The new firm's professionals have deep sector knowledge within
rapidly growing industries such as Health, Food and
Agriculture, and Renewable Energy, as well as expertise in
Diversity, Equity, and Inclusion (DE&I), Environmental, Social
and Governance (ESG), litigation and regulatory communications, and
cybersecurity.
Senior professionals from Finsbury Glover Hering and SVC will lead
the new company. SVC's George Sard will join Finsbury Glover
Hering's Roland Rudd and Carter Eskew as Co-Chairmen. Alexander
Geiser will serve as Global CEO, Ajay Junnakar will serve as Global
CFO, Sydney Neuhaus will serve as Global COO and Andrew Cole
as Deputy Global CEO.
Completion of the Transaction is conditional on the satisfaction or
waiver of certain conditions, including the expiration or
termination of the waiting period under the U.S. Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended. The Transaction is
expected to complete in Q4 2021 and the combined company will
operate under a new name starting in 2022, to be announced in due
course.
Finsbury Glover Hering Co-Chairmen Roland Rudd and Carter Eskew
said: "Our clients operate
in an increasingly complex world with diverse stakeholder
interests. To generate growth, open markets, shape policy and
attract capital, companies need to seamlessly communicate to more
audiences and across more markets than ever before. This merger
brings together the most accomplished communications professionals,
operating within a global firm that will have the expertise and
experience to deliver reputation advisory services to address
critical c-suite concerns."
SVC Co-Founders George Sard and Paul Verbinnen
added: "This is a
combination of two successful, growing firms with strong track
records, complementary leadership positions, deep entrepreneurial
spirits, cultures of collaboration and integrity, and a heritage of
delivering for our clients at their most high-pressure moments. Our
success has been driven by our teams' tireless commitment to
supporting our clients and one another, and upholding high
standards of excellence in all that we do. We are particularly
excited that the combination will enable us to provide additional
professional development opportunities and establish a new
generation of employee owners in the combined
company."
Mark Read, CEO of WPP, said: "The demand for Board-level strategic advice
on a growing range of financial, reputational and social issues has
never been greater. As the reputations of companies and their
brands become ever more closely linked, our leadership in this area
is a core part of our offer as we support our clients' continued
transformation. WPP is delighted to support the ambitions of the
leadership teams of Finsbury Glover Hering and SVC in creating a
powerhouse in strategic communications, with the expertise, scale
and footprint to provide unparalleled service to global
clients."
Transaction Structure
The Transaction values the combined Finsbury Glover Hering-SVC
group at an equity value of $917m, and SVC at $303m. The
Transaction will be effected by a new company ("Newco") which will
become the holding company for the combined Finsbury Glover
Hering-SVC group. WPP will convert its existing loan note in
Finsbury Glover Hering into shares in Finsbury Glover Hering, and
all shares in Finsbury Glover Hering held by WPP and by employee
shareholders (the "Finsbury Glover Hering Managers") will then be
exchanged for new shares in Newco. WPP will subscribe in cash for
further new shares in Newco for $150m. Newco will then acquire SVC
from Golden Gate Capital and SVC employee shareholders (the "SVC
Managers") in consideration for the $150m in cash (net of customary
adjustments) and the issue of new shares in Newco, representing
16.6% of the total issued share capital of Newco.
Following completion of the Transaction, WPP will remain as the
majority shareholder of the combined Finsbury Glover Hering-SVC
group, holding 57.4% of the total issued share capital of Newco,
with FGH Managers holding 25.9%.
The terms of the Transaction also provide for Golden Gate Capital
and the SVC Managers to have the option to require that WPP
purchases their shares in Newco in the event that an IPO or sale of
Newco has not taken place by 1 January 2024 or later (the "Put
Option"). The Put Option is exercisable on a staged basis over a
minimum period of 4 years from 2024 to 2028 at the earliest and is
at multiples of profit that are at a material discount to the
Transaction multiple. Existing put options, based on
comparable terms, held by the Finsbury Glover Hering Managers will
be rolled over into the new structure.
The Transaction is a Smaller Related Party Transaction under the UK
Listing Rules as certain Finsbury Glover Hering Managers are
directors of Finsbury Glover Hering and some of its subsidiaries
and therefore are related parties of WPP. As such, the Transaction
is subject to the requirements of the Listing Rule
11.1.10R.
The current directors of Finsbury Glover Hering, who are deemed to
be related parties of WPP, will together own 9.5% of Newco. No
Finsbury Glover Hering Manager (including the directors) will
realise the value of their shareholding at completion of the
Transaction nor are they expected to do so ahead of an IPO or sale
of Newco.
As at 31 December 2020, Finsbury Glover Hering had gross assets of
$426.8m and profit before tax of $53.5m, and SVC had gross assets
of $52.2m and profit before tax of $36.4m.
For further information:
Investors and analysts
|
Peregrine Riviere
|
}
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+44 7909 907193
|
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Caitlin Holt
|
}
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+44 7392 280178
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Fran Butera (US)
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}
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+1 914 484 1198
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Media
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Chris Wade
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}
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+44 20 7282 4600
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Richard Oldworth
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+44 7710 130 634
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Buchanan Communications
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+44 20 7466 5000
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wpp.com/investors
About WPP
WPP is a creative transformation
company. We use the power of creativity to build better futures for
our people, planet, clients and communities. For more information,
visit
www.wpp.com.
About Finsbury Glover Hering
Finsbury Glover Hering is a global strategic communications
advisory firm, headquartered in New York with over 800
multidisciplinary experts across the world's major financial,
government, business and cultural centers. Finsbury Glover Hering
is a leader in crisis, corporate reputation, public affairs and
capital markets and M&A advisory, as well as an acknowledged
leader in boardroom communication counsel. The company was
formed through the merger of leading strategic communications
consultancies Finsbury, The Glover Park Group and Hering Schuppener
in January 2021. Finsbury Glover Hering serves its global client
base from offices in Abu Dhabi, Beijing, Berlin, Brussels, Dubai,
Dublin, Düsseldorf, Frankfurt, Hong Kong, London, Los Angeles,
Munich, New York, Paris, Riyadh, Shanghai, Singapore, Tokyo,
Washington D.C. and Zurich.
About SVC
SVC has for many years been the top global transaction
communications advisor on M&A, IPOs and SPACs - consistently
ranked as a leader in the North America and global M&A league
tables. SVC is also a leader in advising companies facing
shareholder activist campaigns, the preeminent firm in litigation
and crisis communications, and has advised on many high-stakes
situations around the world with particular areas of strength in
the US and Asia. Headquartered in New York, SVC has broad
capabilities across the U.S., with strong teams in offices in San
Francisco, Los Angeles, Chicago, Houston, Washington, DC, and
Boston, as well as in London and Hong Kong. A South Florida office
will open shortly.
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.
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WPP
PLC
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(Registrant)
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Date:
13 October 2021.
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By:
______________________
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Balbir
Kelly-Bisla
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Company
Secretary
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