UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 6-K
____________________
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the Month of February 2022
Commission File Number: 001-38303
______________________
WPP plc
(Translation of registrant's name into English)
________________________
Sea Containers, 18 Upper Ground
London, United Kingdom SE1 9GL
(Address of principal executive offices)
_________________________
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F X Form 40-F ___
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ___
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ___
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Forward-Looking Statements
In connection with the provisions of the Private Securities Litigation Reform Act of 1995 (the “Reform Act”), WPP plc and its subsidiaries (the “Company”) may include forward-looking statements (as defined in the Reform Act) in oral or written public statements issued by or on behalf of the Company. These forward-looking statements may include, among other things, plans, objectives, projections and anticipated future economic performance based on assumptions and the like that are subject to risks and uncertainties. As such, actual results or outcomes may differ materially from those discussed in the forward-looking statements. Important factors that may cause actual results to differ include but are not limited to: the unanticipated loss of a material client or key personnel, delays or reductions in client advertising budgets, shifts in industry rates of compensation, regulatory compliance costs or litigation, natural disasters or acts of terrorism, the Company’s exposure to changes in the values of major currencies other than the UK pound sterling (because a substantial portion of its revenues are derived and costs incurred outside of the United Kingdom) and the overall level of economic activity in the Company’s major markets (which varies depending on, among other things, regional, national and international political and economic conditions and government regulations in the world’s advertising markets). In addition, you should consider the risks described in Item 3D, captioned “Risk Factors” in the Company’s Form 20-F for the year ended 31 December 2019, which could also cause actual results to differ from forward-looking information. In light of these and other uncertainties, the forward-looking statements included in the oral or written public statements should not be regarded as a representation by the Company that the Company’s plans and objectives will be achieved.
The Company undertakes no obligation to update or revise any such forward-looking statements, whether as a result of new information, future events or otherwise.
EXHIBIT INDEX
| Exhibit No. | Description |
| 1 | Notification of Major Holdings dated 25 February 2022, prepared by WPP plc. |
TR-1: Standard form for notification of major holdings
1. Issuer Details
ISIN
Issuer Name
UK or Non-UK Issuer
2. Reason for Notification
| An acquisition or disposal of voting rights |
3. Details of person subject to the notification obligation
Name
| Wellington Management Group LLP |
City of registered office (if applicable)
Country of registered office (if applicable)
4. Details of the shareholder
Name | City of registered office | Country of registered office |
Vidacos Nominees Limited | | |
State Street Nominees Limited | | |
ROY Nominees Limited | | |
Nortrust Nominees Limited | | |
Mellon Nominees (UK) Ltd. | | |
JP Morgan Chase Nominees Limited | | |
HSBC Global Custody Nominee (UK) Limited | | |
Goldman Sachs International | | |
Euroclear Nominees Limited | | |
BNY (OCS) Nominees Limited | | |
BBH ISL Nominees Ltd | | |
5. Date on which the threshold was crossed or reached
6. Date on which Issuer notified
7. Total positions of person(s) subject to the notification obligation
| .. | % of voting rights attached to shares (total of 8.A) | % of voting rights through financial instruments (total of 8.B 1 + 8.B 2) | Total of both in % (8.A + 8.B) | Total number of voting rights held in issuer |
Resulting situation on the date on which threshold was crossed or reached | 5.000000 | 0.100000 | 5.100000 | 58308903 |
Position of previous notification (if applicable) | 4.910000 | 0.100000 | 5.010000 | |
8. Notified details of the resulting situation on the date on which the threshold was crossed or reached
8A. Voting rights attached to shares
| Class/Type of shares ISIN code(if possible) | Number of direct voting rights (DTR5.1) | Number of indirect voting rights (DTR5.2.1) | % of direct voting rights (DTR5.1) | % of indirect voting rights (DTR5.2.1) |
JE00B8KF9B49 | | 57139944 | | 5.000000 |
| Sub Total 8.A | 57139944 | 5.000000% |
8B1. Financial Instruments according to (DTR5.3.1R.(1) (a))
| Type of financial instrument | Expiration date | Exercise/conversion period | Number of voting rights that may be acquired if the instrument is exercised/converted | % of voting rights |
Depository Receipt | | | 105 | 0.000000 |
| Sub Total 8.B1 | | 105 | 0.000000% |
8B2. Financial Instruments with similar economic effect according to (DTR5.3.1R.(1) (b))
| Type of financial instrument | Expiration date | Exercise/conversion period | Physical or cash settlement | Number of voting rights | % of voting rights |
Equity Swap | 22/05/2023 | 25/01/2022 to 22/05/2023 | Cash | 1156346 | 0.100000 |
Equity Swap | 15/05/2023 | 25/01/2022 to 15/05/2023 | Cash | 12508 | 0.000000 |
| Sub Total 8.B2 | | 1168854 | 0.100000% |
9. Information in relation to the person subject to the notification obligation
| 2. Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entities (please add additional rows as necessary) |
| Ultimate controlling person | Name of controlled undertaking | % of voting rights if it equals or is higher than the notifiable threshold | % of voting rights through financial instruments if it equals or is higher than the notifiable threshold | Total of both if it equals or is higher than the notifiable threshold |
Wellington Management Group LLP | Wellington Group Holdings LLP | 5.000000 | | 5.100000% |
Wellington Group Holdings LLP | Wellington Investment Advisors Holdings LLP | 5.000000 | | 5.100000% |
Wellington Investment Advisors Holdings LLP | Wellington Management Company LLP | | | |
Wellington Investment Advisors Holdings LLP | Wellington Management Global Holdings, Ltd. | | | |
Wellington Management Global Holdings, Ltd. | Wellington Management International Ltd | | | |
10. In case of proxy voting
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
11. Additional Information
Wellington Management Company LLP is an investment management entity that manages the assets of certain funds and/or managed accounts and the assets under its management include:51,311,749 of interests described in Box 8A, Box 8B 1 and Box 8B 2 of this notification.Wellington Management Company LLP is a direct controlled undertaking of Wellington Investment Advisors Holdings LLP, which, in turn, is a direct controlled undertaking of Wellington Group Holdings LLP, which, in turn, is a direct controlled undertaking of Wellington Management Group LLP.Wellington Management International Ltd is an investment management entity that manages the assets of certain funds and/or managed accounts and the assets under its management include:6,997,154 of interests described in Box 8A of this notification.Wellington Management International Ltd is a direct controlled undertaking of Wellington Management Global Holdings, Ltd., which, in turn, is a direct controlled undertaking of Wellington Investment Advisors Holdings LLP, which, in turn, is a direct controlled undertaking of Wellington Group Holdings LLP, which, in turn, is a direct controlled undertaking of Wellington Management Group LLP. |
12. Date of Completion
13. Place Of Completion
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | WPP PLC |
| | (Registrant) |
| Date: 25 February 2022 | By: ______________________ |
| | Balbir Kelly-Bisla |
| | Company Secretary |
