WPPGY » Topics » Issue of ADSs Upon Deposit of Ordinary Shares

This excerpt taken from the WPPGY 6-K filed Dec 9, 2008.

Issue of ADSs Upon Deposit of Ordinary Shares

The Depositary may create ADSs on behalf of the holders of ADSs if holders or their brokers deposit ordinary shares with the custodian. The Depositary will deliver these ADSs to the person indicated by the holder of ADSs only after such holder pays any applicable issuance fees and any charges and taxes payable for the transfer of the ordinary shares to the custodian. The ability of holders to deposit ordinary shares and receive ADSs may be limited by U.S., English and Jersey laws applicable at the time of deposit.

The issue of ADSs may be delayed until the Depositary or the custodian receives confirmation that all required approvals have been given and that the ordinary shares have been duly transferred to the custodian. The Depositary will only issue ADSs in whole numbers.

When holders of ADSs make a deposit of ordinary shares, they will be responsible for transferring good and valid title to the Depositary. Any such holders will be deemed to represent and warrant that:

 

  (i)

the ordinary shares are duly authorized, validly issued, fully paid and non-assessable;

 

  (ii)

all pre-emptive rights, if any, with respect to such ordinary shares have been validly waived or exercised; and

 

  (iii)

holders of ADSs are duly authorized to deposit the ordinary shares.

 

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If any of the representations or warranties are incorrect in any way, WPP and the Depositary may, at the cost and expense of the holders making such incorrect representations or warranties, take any and all actions necessary to correct the consequences of the misrepresentations.

This excerpt taken from the WPPGY 6-K filed Jul 29, 2008.

Issue of ADSs Upon Deposit Ordinary Shares

The U.S. Depositary may create ADSs on behalf of the holders of ADSs if holders or their brokers deposit ordinary shares with the custodian. The U.S. Depositary will deliver these ADSs to the person indicated by the holder of ADSs only after such holder pays any applicable issuance fees and any charges and taxes payable for the transfer of the ordinary shares to the custodian. The ability of holders to deposit ordinary shares and receive ADSs may be limited by U.S. and English laws applicable at the time of deposit.

The issue of ADSs may be delayed until the U.S. Depositary or the custodian receives confirmation that all required approvals have been given and that the ordinary shares have been duly transferred to the custodian. The U.S. Depositary will only issue ADSs in whole numbers.

When holders of ADSs make a deposit of ordinary shares, they will be responsible for transferring good and valid title to the U.S. Depositary. Any such holders will be deemed to represent and warrant that:

 

  (i) the ordinary shares are duly authorised, validly issued, fully paid and non-assessable;

 

11


  (ii) all pre-emptive rights, if any, with respect to such ordinary shares have been validly waived or exercised; and

 

  (iii) holders of ADSs are duly authorised to deposit the ordinary shares.

If any of the representations or warranties are incorrect in any way, WPP and the U.S. Depositary may, at the cost and expense of the holders making such incorrect representations or warranties, take any and all actions necessary to correct the consequences of the misrepresentations.

This excerpt taken from the WPPGY 6-K filed Nov 10, 2005.

Issue of ADSs Upon Deposit Ordinary Shares

 

The U.S. Depositary may create ADSs on behalf of the holders of ADSs if holders or their brokers deposit ordinary shares with the custodian. The U.S. Depositary will deliver these ADSs to the person indicated by the holder of ADSs only after such holder pays any applicable issuance fees and any charges and taxes payable for the transfer of the ordinary shares to the custodian. The ability of holders to deposit ordinary shares and receive ADSs may be limited by U.S. and English laws applicable at the time of deposit.

 

7


The issue of ADSs may be delayed until the U.S. Depositary or the custodian receives confirmation that all required approvals have been given and that the ordinary shares have been duly transferred to the custodian. The U.S. Depositary will only issue ADSs in whole numbers.

 

When holders of ADSs make a deposit of ordinary shares, they will be responsible for transferring good and valid title to the U.S. Depositary. Any such holders will be deemed to represent and warrant that:

 

  (i) the ordinary shares are duly authorised, validly issued, fully paid and non-assessable;

 

  (ii) all pre-emptive rights, if any, with respect to such ordinary shares have been validly waived or exercised; and

 

  (iii) holders of ADSs are duly authorised to deposit the ordinary shares.

 

If any of the representations or warranties are incorrect in any way, WPP and the U.S. Depositary may, at the cost and expense of the holders making such incorrect representations or warranties, take any and all actions necessary to correct the consequences of the misrepresentations.

 

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