LONDON, July 23, 2003 (PRIMEZONE) -- Cordiant announces the results of the four shareholder meetings held on 23 July 2003.
At the extraordinary general meeting earlier today relating to the proposed disposal of FD International, the transaction was approved. Completion is expected to take place tomorrow following the receipt today of the German Federal Cartel Office's approval.
The Board is pleased to announce that at the Court meeting and extraordinary general meeting relating to the proposed acquisition of Cordiant by WPP Group plc ("WPP") by means of a scheme of arrangement ("the Scheme"), shareholders overwhelmingly approved the Scheme and the Special Resolution in connection with it.
At the requisitioned extraordinary general meeting to consider the resolutions proposed by Active Value, resolutions 1, 2 and 3 relating to removal of certain Directors were passed by shareholders. As a result David Hearn and Andy Boland have left the Board, but continue in their roles as Group Chief Executive and Group Finance Director. Nigel Stapleton has also left the Board, and has been replaced as Chairman on an interim basis by Rolf Stomberg. The continuing Board would like to thank all three directors for the significant contribution each has made to the Group.
Although a significant majority of the votes cast by shareholders other than Active Value were in favour of retaining the three Directors, Active Value's votes for removal were sufficient to pass the resolutions.
Resolutions 4,5 and 6 were removed from the agenda following the withdrawal of those individuals that Active Value had proposed would be the replacement senior management team. Given the timeline through to completion of the Scheme, Cordiant will not be seeking to appoint new Executive Directors as both David Hearn and Andy Boland will continue to retain the same duties and responsibilities as before, save for their Executive Directorships.
The remaining requisitioned resolutions numbered 7 and 8 were also passed. However, these resolutions were framed to deal with a situation which has been superseded by events, and are inconsistent with the overwhelming approval by Cordiant shareholders (including Active Value) of the Scheme. Therefore they are of no practical effect.
The Court Hearing of Cordiant's petition to sanction the Scheme will take place on 31 July 2003. Subject to the Scheme receiving the sanction of the Court at that time, the effective date of the Scheme is expected to be 1 August 2003. Dealings in the new WPP shares to be issued as consideration to Cordiant shareholders are expected to commence on 1 August 2003.
-0- College Hill Associates Alex Sandberg Adrian Duffield Tel: 020 7457 2016