Share owners' register
A register of share owners’ interests is kept at the Company’s registrar’s office in Jersey and is available for inspection on request. The register includes information on nominee accounts and their beneficial owners.
Analysis of shareholdings at 31 December 2013
Issued share capital as at 31 December 2013: 1,348,733,317 ordinary shares.
|Number of shares held||Number of holders||% owners||Shareholdings||% Outstanding|
|4,000,001 and above||47||0.35||443,390,223||32.87|
|Share owners by geography||%||Share owners by type||%|
|Asia Pacific, Latin America, Africa & Middle East, Canada and Continental Europe||32||Other individuals||4|
Ordinary share owners have received the following dividends in respect of each financial year:
|Interim or first interim dividend per ordinary share||10.56p||8.80p||7.46p||5.97p||5.19p|
|Final or second interim dividend per ordinary share||23.65p||19.71p||17.14p||11.82p||10.28p|
American Depositary Receipts (ADRs)
Each ADR represents five ordinary shares.
ADR holders receive the annual and interim reports issued by WPP plc.
WPP plc is subject to the informational requirements of the US securities laws applicable to foreign companies and files an annual report on Form 20-F and other information with the US Securities and Exchange Commission. These documents are available at the Commission’s website, sec.gov . Our reports on Form 20-F are also available from our Investor Relations department in New York.
ADR holders are eligible for all stock dividends or other entitlements accruing on the underlying WPP plc shares and receive all cash dividends in US dollars. These are normally paid twice a year.
Dividend cheques are mailed directly to the ADR holder on the payment date if ADRs are registered with WPP’s US depositary. Dividends on ADRs that are registered with brokers are sent to the brokers, who forward them to ADR holders. WPP’s US depositary is Citibank N.A. (address below).
Dividends per ADR in respect of each financial year are set out below.
|In £ sterling|
|In US dollars3|
1 Prior to 2013, first interim dividend.
2 Prior to 2012, second interim dividend.
3 These figures have been translated for convenience purposes only, using the approximate average rate for the year shown in the Consolidated income statement. This conversion should not be construed as a representation that the pound sterling amounts actually represent, or could be converted into, US dollars at the rates indicated.
Dollar amounts paid to ADR holders depend on the sterling/dollar exchange rate at the time of payment.
No withholding tax is imposed on dividends paid to ADR holders and there will be no entitlement to offset any part of the notional UK taxation credit against any US taxation liability. The dividends received will be subject to US taxation.
- The 2013 final dividend will be paid on 7 July 2014 to share owners on the register at 6 June 2014.
- Interim statements for the half-year ending 30 June are issued in August.
- Quarterly trading announcements are issued in April and October.
- Interim dividends are paid in November.
- Preliminary announcements of results for the financial year ending 31 December are issued in the first quarter.
- Annual Reports are posted to share owners in April.
- Annual General Meetings are held in London in June.
The closing price of the shares at 31 December was as follows:
|At 15 April 2014||2013||2012||2011||2010||2009|
|Ordinary 10p shares||1,218.0p||1,380.0p||888.0p||675.5p||789.5p||609.5p|
Within the UK, the latest ordinary share price information is available on the Cityline service operated by the Financial Times (telephone 0905 817 1690; calls charged at 75p per minute at all times).
Share price information is also available online at wpp.com/investor.
Access numbers/Ticker symbols
|Ordinary shares||–||WPP.L||WPP LN|
|American Depositary Shares||WPPGY||WPPGY.O||WPPGY US|
Registrar and transfer office
Computershare Investor Services (Jersey) Limited
Enquiry number: 0870 707 1411
American Depositary Receipts (ADRs) office
PO Box 43077
Telephone enquiries: within the US +1 877 248 4237
Telephone enquiries: outside the US +1 781 575 4555
E-mail enquiries: firstname.lastname@example.org
WPP registered office
The Company’s registered number is 111714.
Income tax on cash dividends
Cash dividends received from WPP plc by individual share owners resident in the UK will generally be subject to UK income tax on the gross amount of any dividends paid by WPP with a tax credit equal to one-ninth of the dividend received; tax credits are not repayable to UK holders with no tax liability.
Individuals whose income is within the lower or basic tax rate bands are liable to tax at 10% on the dividend income and the tax credit will satisfy their income tax liability on UK dividends. For higher tax rate payers the rate of tax on dividend income for dividends is 32.5% whilst for individuals with income of £150,000 or more, from 6 April 2013 the rate is 37.5%, with relief available for the tax credit referred to above. The gross amount of the cash dividend will be regarded as the top slice of the WPP share owner’s income and will be subject to UK income tax as set out above.
Capital gains tax
The market value of an ordinary share at 31 March 1982 was 39p. Since that date rights issues have occurred in September 1986, August 1987 and April 1993. For capital gains tax purposes the acquisition cost of ordinary shares is adjusted to take account of such rights issues. Since any adjustments will depend on individual circumstances, share owners are advised to consult their professional advisors.
As liability to capital gains tax on a disposal of WPP shares will depend on individual circumstances, share owners are advised to consult their professional advisors.
New parent company
On 30 August 2012, the Group announced its intention to return its headquarters to the United Kingdom. In order to effect its return to the United Kingdom, the Group put in place a new United Kingdom tax resident parent company (WPP 2012 plc) by means of a scheme of arrangement pursuant to Article 125 of the Companies (Jersey) Law 1991.
The new scheme became effective on 2 January 2013, with WPP 2012 plc becoming the new parent company of the WPP Group and being renamed WPP plc. At the same time, the existing parent company of the WPP Group, WPP plc, was renamed WPP 2012 Limited and, shortly after the Scheme became effective, changed its status to a private company.
As a consequence of the Group returning its tax residence to the United Kingdom, the dividend access plan and scrip dividend have been terminated.
Chapter 12 of 13