WPP Finance 2010 Announces Any and all Tender Offer For Certain of its Dollar-Denominated Notes

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN
ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE
THIS ANNOUNCEMENT (SEE “OFFER AND DISTRIBUTION RESTRICTIONS” BELOW).

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING
OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014.

NEW YORK & LONDON–(BUSINESS WIRE)–WPP (NYSE: WPP) today issued the following statement:

WPP Finance 2010 (“WPP”) announced today the commencement of an offer to
purchase (the “Offer”) any and all of the outstanding notes listed in
the table below (collectively, the “Notes”). The Offer is being made
upon, and is subject to, the terms and conditions set forth in the Offer
to Purchase, dated May 1, 2019 (the “Offer to Purchase”). The purpose of
the Offer is to provide liquidity to Holders and to proactively manage
WPP’s indebtedness and reduce its ongoing interest expense. Capitalised
terms used in this announcement but not defined have the meaning given
to them in the Offer to Purchase.

Summary of the Offer

The following table sets forth some of the terms of the Offer, which are
more fully set out in the Offer to Purchase:

                   
Title of Security CUSIP / ISIN Numbers Aggregate Principal Amount Outstanding Reference Treasury Security Bloomberg Reference Page Fixed Spread (basis points)
5.125% Notes due September 2042 92936M AD9 / US92936MAD92 US $271,578,000 3.375% U.S. Treasury Notes due November 2048 FIT1 220
5.625% Notes due November 2043 92936M AE7 / US92936MAE75 US $450,310,000 3.375% U.S. Treasury Notes due November 2048 FIT1 220
 

The Offer will expire at 5:00 p.m. (Eastern time) on May 7, 2019 (such
date and time, as the same may be extended, the “Expiration Date”).
Notes tendered may be validly withdrawn at any time at or prior to 5:00
p.m. (Eastern time) on May 7, 2019 (such date and time, as the same may
be extended, the Withdrawal Date), but not thereafter. The Results
Announcement Date is expected to be May 8, 2019, unless the Offer is
extended. The “Settlement Date” will be promptly following the
Expiration Date and is expected to be May 10, 2019, which is the third
business day after the Expiration Date.

Upon the terms and subject to the conditions set forth in the Offer to
Purchase, the consideration for each $1,000 principal amount of each
series of Notes validly tendered at or prior to the Expiration Date or
the Guaranteed Delivery Date pursuant to the guaranteed delivery
procedures, and accepted for purchase (the “Total Consideration”), will
be payable in cash and will be determined in accordance with standard
market practice, as described in the Offer to Purchase, with reference
to the Settlement Date and a yield to maturity equal to the applicable
reference yield plus the applicable fixed spread, which reference yield
shall be based on the bid-side price of the applicable Reference
Treasury Security specified in the above table at 12:00 noon (Eastern
time) on May 7, 2019 (such time and date, as the same may be extended,
the “Price Determination Date”). WPP will announce the applicable Total
Consideration for each series of Notes as soon as practicable after they
are determined by the Dealer Managers on the Price Determination Date.

In addition to the applicable Total Consideration, holders whose Notes
are accepted for purchase will be paid accrued and unpaid interest on
such Notes to, but not including, the Settlement Date (“Accrued
Interest”). Interest will cease to accrue on the Settlement Date for all
Notes accepted.

WPP’s obligation to accept Notes tendered in the Offer is subject to the
satisfaction of certain conditions described in the Offer to Purchase.
WPP reserves the right, subject to applicable law, to waive any and all
conditions to any Offer.

Holders are advised to check with any bank, securities broker or
other intermediary through which they hold Notes as to when such
intermediary needs to receive instructions from a holder in order for
that holder to be able to participate in, or (in the circumstances in
which revocation is permitted) revoke their instruction to participate
in the Offer before the deadlines specified herein and in the Offer to
Purchase. The deadlines set by each clearing system for the submission
and withdrawal of tender instructions will also be earlier than the
relevant deadlines specified herein and in the Offer to Purchase.

Where to Obtain Information

For additional information regarding the terms of the Offer, please
contact the Dealer Managers at ING Financial Markets LLC at +1 (877)
446-4930 (toll free) or +1 646 424 8972 (collect) or +44 20 7767 6784
(Europe), J.P. Morgan Securities LLC at +1 (866) 834-4666 (toll free) or
+ 1 212 834-3424 (collect) and Merrill Lynch International at +1 (980)
387-3907 (collect) or +1 (888) 292-0070 (toll free), +44-20-7996-5420
(Europe) or [email protected].
Requests for documents and questions regarding the tendering of Notes
may be directed to the Tender Agent, D.F. King & Co., Inc at +1 (866)
745-0267 (toll free) or +1 (212) 269-5550 or [email protected].

The Offer to Purchase may be obtained by Holders at the following web
address, or by contacting the Dealer Managers or the Tender Agent:

www.dfking.com/wpp

Market Abuse Regulation

This announcement is released by WPP Finance 2010 and contains
information that qualified or may have qualified as inside information
for the purposes of Article 7 of the Market Abuse Regulation (EU)
596/2014 (“MAR”), encompassing information relating to the Offer
described above. For the purposes of MAR and Article 2 of Commission
Implementing Regulation (EU) 2016/1055, this announcement is made by
Paul Richardson of WPP Finance 2010.

Disclaimer

This announcement must be read in conjunction with the Offer to
Purchase. This announcement and the Offer to Purchase contain important
information which should be read carefully before any decision is made
with respect to the Offer. If any Holder is in any doubt as to the
contents of the Offer to Purchase or the action it should take, it is
recommended to seek its own financial advice, including in respect of
any tax consequences, from its broker, bank manager, solicitor,
accountant or other independent financial, tax or legal adviser. Any
individual or company whose Notes are held on its behalf by a broker,
dealer, bank, custodian, trust company or other nominee must contact
such entity if it wishes to tender such Notes pursuant to the Offer.
None of WPP, the Dealer Managers or the Tender Agent or any of their
respective directors, employees or affiliates makes any recommendation
whether Holders should tender Notes pursuant to the Offer.

Offer and Distribution Restrictions

The distribution of this announcement and/or the Offer to Purchase in
certain jurisdictions may be restricted by law. Persons into whose
possession this announcement and/or the Offer to Purchase come(s) are
required by WPP, the Dealer Managers and the Tender Agent to inform
themselves about, and to observe, any such restrictions. Nothing in this
announcement nor the Offer to Purchase constitutes an offer to buy or a
solicitation of an offer to sell the Notes (and tenders of Notes in the
Offer will not be accepted from any Holders) in any circumstances in
which such offer or solicitation is unlawful. In those jurisdictions
where the securities, blue sky or other laws require the Offer to be
made by a licensed broker or dealer and any Dealer Manager or any of the
Dealer Managers’ respective affiliates is such a licensed broker or
dealer in any such jurisdiction, the Offer shall be deemed to be made by
such Dealer Manager or such affiliate, as the case may be, on behalf of
WPP in such jurisdiction.

Italy

None of the Offer, this announcement, the Offer to Purchase or any other
document or materials relating to the Offer have been or will be
submitted to the clearance procedures of the Commissione Nazionale
per le Società e la Borsa
(“CONSOB”) pursuant to Italian laws and
regulations. Each Offer is being carried out in Italy as an exempted
offer pursuant to article 101-bis, paragraph 3-bis of the Legislative
Decree No. 58 of 24 February 1998, as amended (the “Financial Services
Act”) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of
14 May 1999, as amended. Holders or beneficial owners of the Notes that
are located in Italy can tender Notes for purchase in the Offer through
authorized persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in the Republic of
Italy in accordance with the Financial Services Act, CONSOB Regulation
No. 16190 of 29 October 2007, as amended from time to time, and
Legislative Decree No. 385 of 1 September 1993, as amended) and in
compliance with applicable laws and regulations or with requirements
imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations
concerning information duties vis-à-vis its clients in connection
with the Notes and/or the Offer.

United Kingdom

The communication of this announcement and the Offer to Purchase by the
Offeror and any other documents or materials relating to the Offer is
not being made and such documents and/or materials have not been
approved by an authorised person for the purposes of section 21 of the
Financial Services and Markets Act 2000 (the “FSMA”). Accordingly, such
documents and/or materials are not being distributed to, and must not be
passed on to, the general public in the United Kingdom. The
communication of such documents and/or materials as a financial
promotion is exempt from the restriction on financial promotions under
section 21 of the FSMA on the basis that it is only being made to those
persons in the United Kingdom falling within the definition of
investment professionals (as defined in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial
Promotion Order
”)) or persons who are within Article 43(2) of the
Financial Promotion Order or any other persons to whom it may otherwise
lawfully be made under the Financial Promotion Order.

France

The Offer is not being made, directly or indirectly, to the public in
the Republic of France (“France”). Neither this announcement, the Offer
to Purchase nor any other document or material relating to the Offer has
been or shall be distributed to the public in France and only (i)
providers of investment services relating to portfolio management for
the account of third parties (personnes fournissant le service
d’investissement de gestion de portefeuille pour compte de tiers
)
and/or (ii) qualified investors (investisseurs qualifiés), acting
for their own account, with the exception of individuals, within the
meaning ascribed to them in, and in accordance with, Articles L.411-1,
L.411-2 and D.411-1 of the French Code monétaire et financier, and
applicable regulations thereunder, are eligible to participate in
the Offer. Neither this announcement nor the Offer to Purchase has not
been and will not be submitted for clearance to nor approved by the Autorité
des Marchés Financiers
.

Belgium

None of this announcement, the Offer to Purchase nor any other documents
or materials relating to the Offer have been submitted to or will be
submitted for approval or recognition to the Belgian Financial Services
and Markets Authority (Autoriteit voor financiële diensten en markten
/ Autorité des services et marchés financiers
) and, accordingly, the
Offer may not be made in Belgium by way of a public offering, as defined
in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public
takeover bids as amended or replaced from time to time. Accordingly, the
Offer may not be advertised and the Offer will not be extended and none
of this announcement, the Offer to Purchase or any other documents or
materials relating to the Offer (including any memorandum, information
circular, brochure or any similar documents) has been or shall be
distributed or made available, directly or indirectly, to any person in
Belgium other than “qualified investors” in the sense of Article 10 of
the Belgian Law of 16 June 2006 on the public offer of placement
instruments and the admission to trading of placement instruments on
regulated markets, acting on their own account. Insofar as Belgium is
concerned, this announcement and the Offer to Purchase have been issued
only for the personal use of the above qualified investors and
exclusively for the purpose of the Offer. Accordingly, the information
contained in this announcement and the Offer to Purchase may not be used
for any other purpose or disclosed to any other person in Belgium.

Contacts

WPP
Paul Richardson, 212-632-2200
Chief Financial Officer

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