In November 2020, WPP AUNZ received a proposal from its majority shareholder, WPP Plc, to acquire the 38.5% shareholding of WPP AUNZ Limited that it does not already own. On this page you will find all announcements relating to the proposed acquisition by WPP plc.
The Independent Expert has concluded that the Scheme is fair and reasonable and in the best interests of WPP AUNZ minority shareholders. The Independent Directors Committee of WPP AUNZ have unanimously recommended minority shareholders vote in favour of the Scheme.
The vote will take place at the WPP AUNZ Limited: General Meeting: Scheme of Arrangement, on Wednesday 21 April 2021, 10:00am AEST.
A live webcast of the meeting can be accessed here
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WHAT IS HAPPENING AND WHAT DOES IT MEAN FOR ME?
On 25 December 2020, WPP AUNZ entered into a Scheme Implementation Deed with WPP plc, under which it is proposed that WPP plc will acquire all of the ordinary shares in WPP AUNZ that it does not already own via a scheme of arrangement (Scheme) subject to regulatory, Court and shareholder approvals.
If the Scheme is approved and implemented, Scheme Shareholders who hold their WPP AUNZ Shares on the FY20 Total Dividend Record Date (31 March 2021), Special Dividend Record Date (30 April 2021) and the Scheme Record Date (11 May 2021) will be entitled to receive the Total Cash Payment of 70 cents per WPP AUNZ Share.
HOW MUCH WILL I GET?
If the Scheme is approved and implemented, Scheme Shareholders who also hold their WPP AUNZ Shares on the FY20 Total Dividend Record Date (31 March 2021), the Special Dividend Record Date (30 April 2021) and the Scheme Record Date (11 May 2021) will be entitled to receive the amount of the Total Cash Payment of 70 cents per WPP AUNZ share, which is comprised of:
- The Scheme Consideration, payable by WPP plc: Expected to be 50 cents per WPP AUNZ Share, assuming Permitted Dividends totalling $0.20 per share are paid and would be 65.6 cents per WPP AUNZ Share if only the FY20 Total Dividend is paid.
- The amount of the FY20 Total Dividend: 4.4 cents in cash per WPP AUNZ held on the FY20 Dividend Record Date, payable by WPP AUNZ.
- The amount of the Special Dividend: If WPP AUNZ determines, this will be up to 15.6 cents fully franked in cash per WPP AUNZ Share. WPP AUNZ’s decision to pay a Special Dividend will take into account a number of factors, including the requirements of the Corporations Act, bank consent and the ATO’s views on the Special Dividend being a fully franked dividend.
WHEN AND HOW WILL I RECEIVE MY PAYMENT?
If the Scheme becomes Effective, Scheme Shareholders will be paid the Scheme Consideration on the Implementation Date (currently expected to be Tuesday 18 May 2021).
If WPP AUNZ determines to pay a Special Dividend, it will be paid on the Special Dividend Payment Date (currently expected to be Friday 7 May 2021).
The FY20 Total Dividend will be paid by WPP AUNZ on Wednesday 7 April 2021, irrespective of whether the Scheme proceeds.
Scheme Shareholders who have validly registered their bank account details with the WPP AUNZ Share Register before the Scheme Record Date will have their Scheme Consideration sent directly to their bank account. Otherwise, Scheme Shareholders will have their Scheme Consideration sent by cheque to their address shown on the WPP AUNZ Share Register. Each WPP AUNZ Shareholder can update their bank details by accessing the following website link:
IS THERE ANYTHING I NEED TO DO?
Shareholders are encouraged to read the Scheme Booklet in its entirety and note key events and indicative dates.
Shareholders who have nominated an email address for the purpose of receiving communications from WPP AUNZ will be sent an email containing a link to the website where they can download the Scheme Booklet, and access online functionality to cast their proxy vote. Shareholders who have not nominated an email address will receive a hard copy of the Scheme Booklet and a proxy form.
The Scheme Booklet contains information relating to the Scheme, including reasons for the IBC’s recommendation to vote in favour of the Scheme, details of the Scheme Meeting, the Independent Expert’s Report and instructions on how to vote.The Independent Directors have unanimously recommended shareholders vote in favour of the Scheme. They intend to vote the WPP AUNZ shares they own or control in favour of the scheme, in the absence of a superior proposal and subject to the Independent Expert continuing to conclude that the Scheme is in the best interests of WPP AUNZ shareholders.
HOW CAN I VOTE?
If you are registered on the WPP AUNZ Share Register at 7pm on Monday, 19 April 2021, and are not an Excluded Shareholder, you will be entitled to vote on the Scheme. You may vote:
In person, by attending the Scheme Meeting, which will be held on 21 April, 2021 at 10am at the Langham Hotel, Sydney, 89-113 Kent Street, Millers Point NSW 2000, Ballroom 2, Ground Floor.
By proxy, by completing, signing and lodging a proxy form for the Scheme Meeting in accordance with the instructions set out on the form, or by lodging a proxy form online at www.investorvote.com.au. To be valid, your proxy form must be received by the WPP AUNZ Share Registry by 10am on Monday, 19 April 2021.Or by attorney, by appointing an attorney to attend and vote at the Scheme Meeting on your behalf and providing a duly executed power of attorney to the WPP AUNZ Share Registry by 10am on Monday, 19 April 2021.
CAN I SELL MY WPP AUNZ SHARES NOW?
You can sell your WPP AUNZ Shares on market at any time before the close of trading on the ASX on the Effective Date (which is expected to be Monday, 26 April 2021) at the prevailing market price (which may vary from the Scheme Consideration).
WPP AUNZ intends to apply to the ASX for WPP AUNZ Shares to be suspended from trading on the ASX from close of trading on the Effective Date. You will not be able to sell your WPP AUNZ Shares on market after this date.
If you sell your WPP AUNZ Shares on market before the close of trading on the ASX on the Effective Date of the Scheme you may pay brokerage on the sale, you will not receive the Scheme Consideration and any Special Dividend (but you will receive the FY20 Total Dividend if you hold the shares on Wednesday, 31 March 2021), and there may be different tax consequences compared to those that would arise if you retain those shares until the Scheme is implemented.