-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, On1vHHKmmECUNbepYcZm3n4DJAiHqy2A/NKHaFBSa8zOhRrzcpCAZEqySOsoMDbo u8hvUo3v/HziPUt/bW9sFw== 0000908230-05-000092.txt : 20051110 0000908230-05-000092.hdr.sgml : 20051110 20051110165048 ACCESSION NUMBER: 0000908230-05-000092 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20051110 DATE AS OF CHANGE: 20051110 EFFECTIVENESS DATE: 20051110 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WPP GROUP PLC CENTRAL INDEX KEY: 0000806968 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-129640 FILM NUMBER: 051194559 BUSINESS ADDRESS: STREET 1: 27 FARM ST STREET 2: WIJ 5RJ CITY: LONDON ENGLAND BUSINESS PHONE: 011442074082204 MAIL ADDRESS: STREET 1: 27 FARM ST STREET 2: WIJ 5RJ CITY: LONDON ENGLAND S-8 1 wpp_s8-111005.txt WPP GROUP PLC 111005 As filed with the Securities and Exchange Commission on November 10, 2005 Registration No. 333-_____ ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------------------------- WPP GROUP PLC (Exact name of registrant as specified in its charter) ENGLAND AND WALES 98-0110868 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
27 FARM STREET LONDON W1J 5RJ ENGLAND 011-44-20-7408-2204 (Address of principal executive offices) WPP GROUP PLC RESTRICTED STOCK PLAN WPP 2005 WORLDWIDE OWNERSHIP PLAN WPP 2005 EXECUTIVE STOCK OPTION PLAN WPP GROUP PLC 2004 LEADERSHIP EQUITY ACQUISITION PLAN WPP GROUP PLC ANNUAL BONUS DEFERRAL PROGRAMME WPP 2003-2005 LONG TERM INCENTIVE PLAN WPP 2004-2006 LONG TERM INCENTIVE PLAN WPP GROUP PLC PERFORMANCE SHARE PLAN (Full title of the plans) ANDREA HARRIS, ESQ. GROUP CHIEF COUNSEL 27 FARM STREET LONDON W1J 5RJ ENGLAND (Name and address of agent for service) 011-44-20-7408-2204 (Telephone number, including area code, of agent for service) Copy to: CURT C. MYERS, ESQ. DAVIS & GILBERT LLP 1740 BROADWAY NEW YORK, N.Y. 10019 (212) 468-4800 --------------------------------------- CALCULATION OF REGISTRATION FEE =====================================================|==============|==================|==================|============ Title of securities to be registered | Amount to be | Proposed maximum | Proposed maximum | Amount of | registered | offering price | aggregate |registration | (1) | per share | offering price | fee - -----------------------------------------------------|--------------|------------------|------------------|------------ Ordinary Shares, nominal value 10p each, (2) | | | | issuable under, or issuable to the Registrant's | | | | Depositary to support American Depositary Shares | | | | issuable under: | | | | - -----------------------------------------------------|--------------|------------------|------------------|------------
- ----------------------------------------------------------------------------------------------------------------------- WPP Group plc Restricted Stock Plan | 26,000,000 | $9.98 (3) | $259,480,000 | $30,540.80 - -----------------------------------------------------|--------------|------------------|------------------|------------ WPP 2005 Worldwide Ownership Plan | 2,500,000 | $9.98 (3) | $24,950,000 | $2,936.62 - -----------------------------------------------------|--------------|------------------|------------------|------------ WPP 2005 Executive Stock Option Plan | 2,000,000 | $9.98 (3) | $19,960,000 | $2,349.29 - -----------------------------------------------------|--------------|------------------|------------------|------------ WPP Group plc 2004 Leadership Equity Acquisition | 11,000,000 | $9.98 (3) | $109,780,000 | $12,921.11 Plan | | | | - -----------------------------------------------------|--------------|------------------|------------------|------------ WPP Group plc Annual Bonus Deferral Programme | 1,000,000 | $9.98 (3) | $9,980,000 | $1,174.65 - -----------------------------------------------------|--------------|------------------|------------------|------------ WPP 2003-2005 Long Term Incentive Plan | 4,350,000 | $9.98 (3) | $43,413,000 | $5,109.71 - -----------------------------------------------------|--------------|------------------|------------------|------------ WPP 2004-2006 Long Term Incentive Plan | 3,650,000 | $9.98 (3) | $36,427,000 | $4,287.49 - -----------------------------------------------------|--------------|------------------|------------------|------------ WPP Group plc Performance Share Plan | 200,000 | $9.98 (3) | $1,996,000 | $234.93 - -----------------------------------------------------|--------------|------------------|------------------|------------ TOTAL | 50,700,000 | | | $59,554.60 =====================================================|==============|==================|==================|============
(1) Includes an indeterminate amount of additional Ordinary Shares that may be necessary to adjust the number of Ordinary Shares subject to issuance pursuant to the Plans set forth above, as a result of any future stock split, stock dividend or similar transaction with respect to Ordinary Shares. (2) American Depositary Shares of the Registrant ("ADS") evidenced by American Depositary Receipts issuable upon deposit of Ordinary Shares, nominal value 10p each, of the Registrant ("Ordinary Shares") have been registered under a separate registration statement on Form F-6 (File No. 333-129170). Each ADS represents five Ordinary Shares. (3) Estimated solely for purposes of calculating the registration fee. Such estimate has been calculated pursuant to Rule 457(c) based on the average of the high and low prices of the Ordinary Shares as reported on The London Stock Exchange on November 8, 2005, translated into U.S. dollars using the Federal Reserve Bank's Noon Buying Rate for pounds sterling of (pound) 1.00- $1.7415. In accordance with the provisions of Rule 462 under the Securities Act, this registration statement will become effective upon filing with the Securities and Exchange Commission. EXPLANATORY NOTE References to the "Company" and the "Registrant" mean WPP Group plc, an English public limited company. 2 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS ITEM 1. PLAN INFORMATION The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants in the WPP Group plc Restricted Stock Plan, the WPP 2005 Worldwide Ownership Plan, the WPP 2005 Executive Stock Option Plan, the WPP Group plc 2004 Leadership Equity Acquisition Plan, the WPP Group plc Annual Bonus Deferral Programme, the WPP 2003-2005 Long Term Incentive Plan, the WPP 2004-2006 Long Term Incentive Plan and the WPP Group plc Performance Share Plan (collectively, the "Plans"), as specified by Rule 428(b)(1) under the Securities Act. In accordance with the rules and regulations of the Securities and Exchange Commission (the "Commission"), such documents are not required to be filed with the Commission as part of this Registration Statement. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION Upon written or oral request, any of the documents incorporated by reference in Item 3 of Part II of this Registration Statement (which documents are incorporated by reference in the Section 10(a) prospectus), other documents required to be delivered to eligible employees pursuant to Rule 428(a) or additional information about the Plans is available without charge by contacting: Andrea Harris, Esq. Group Chief Counsel WPP Group plc 27 Farm Street London W1J 5RJ England 011-44-20-7408-2204 3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents previously filed with the Commission by the Registrant are incorporated by reference in this Registration Statement: (a) Annual Report on Form 20-F for the year ended December 31, 2004. (b) Not applicable. (c) Report on Form 6-K filed on November 10, 2005, which includes a description of the Registrant's share capital and American Depositary Shares, representing the Registrant's ordinary shares. All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 after the date of Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered hereby have been sold or that deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Article 136 of the Registrant's Articles of Association provides: "Except to the extent prohibited or restricted by the Statutes, but without prejudice to any indemnity to which a director or other officer may otherwise be entitled, every director or other officer (excluding an auditor) of the Company may be indemnified out of the assets of the Company against all liabilities incurred by him in the actual or purported execution or discharge of his duties or the exercise or purported exercise of his powers or otherwise in relation to or in connection with his duties, powers or office." Section 310 of the U.K. Companies Act 1985 (as amended) provides as follows: "310. PROVISIONS EXEMPTING OFFICERS AND AUDITORS FROM LIABILITY (1) This section applies to any provision, whether contained in a company's articles or in any contract with the company or otherwise, for exempting any officer of the company or any person (whether an officer or not) employed by the company as auditor from, or indemnifying him against, any liability which by virtue of any rule of II-1 law would otherwise attach to him in respect of any negligence, default, breach of duty or breach of trust of which he may be guilty in relation to the company. (2) Except as provided by the following subsection, any such provision is void. (3) This section does not prevent a company (a) from purchasing and maintaining for any such officer or auditor insurance against any such liability, or (b) from indemnifying any such officer or auditor against any liability incurred by him (i) in defending any proceedings (whether civil or criminal) in which judgment is given in his favour or he is acquitted, or (ii) in connection with any application under section 144(3) or (4) (acquisition of shares by innocent nominee) or section 727 (general power to grant relief in case of honest and reasonable conduct) in which relief is granted to him by the court." Section 727 of the U.K. Companies Act 1985 (as amended) provides as follows: "727. POWER OF COURT TO GRANT RELIEF IN CASES: (1) If in any proceedings for negligence, default, breach of duty or breach of trust against an officer of a company or a person employed by a company as auditor (whether he is or is not an officer of the company) it appears to the court hearing the case that that officer or person is or may be liable in respect to the negligence, default, breach of duty or breach of trust, but that he has acted honestly and reasonably, and that having regard to all the circumstances of the case (including those connected with his appointment) he ought fairly to be excused for the negligence, default, breach of duty or breach of trust, that court may relieve him, either wholly or partly, from his liability on such terms as it thinks fit. (2) If any such officer or person as above-mentioned has reason to apprehend that any claim will or might be made against him in respect of any negligence, default, breach of duty or breach of trust, he may apply to the court for relief; and the court on the application has the same power to relieve him as under this section it would have had if it had been a court before which proceedings against that person for negligence, default, breach of duty or breach of trust had been brought. (3) Where a case to which subsection (1) applies is being tried by a judge with a jury, the judge, after hearing the evidence, may, if he is satisfied that the defendant or defender ought in pursuance of that subsection to be relieved either in whole or in part from the liability sought to be enforced against him, withdraw the case in whole or in part from the jury and forthwith direct judgment to be entered for the defendant or defender on such terms as to costs or otherwise as the judge may think proper." The Registrant maintains directors' and officers' insurance coverage that, subject to policy terms and limitations, will include coverage to reimburse the Registrant for amounts that it may be required or permitted by law to pay directors or officers of Registrant. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. II-2 ITEM 8. EXHIBITS Exhibit No. Description 4.1 Memorandum and Articles of Association of WPP Group plc (incorporated herein by reference to Exhibit 1 of the Registrant's Report on Form 6-K filed with the Securities and Exchange Commission on November 10, 2005 (File No. 0-16350)). 4.2 Deposit Agreement, dated as of October 27, 2005, among WPP 2005 plc, Citibank, N.A., as Depositary, and all holders and beneficial owners from time to time of American Depositary Receipts issued thereunder (incorporated herein by reference to Exhibit 3(a) of the Registrant's Registration Statement on Form F-6 filed with the Securities and Exchange Commission on October 21, 2005 (File No. 333-129170)). 4.3 Form of American Depositary Receipt (incorporated herein by reference to prospectus filed pursuant to Rule 424(b)(3) to the Registrant's Registration Statement on Form F-6 filed with the Securities and Exchange Commission on October 27, 2005 (File No. 333-129170)). 5.1 Opinion of Allen & Overy LLP regarding validity of securities being registered.* 23.1 Consent of Deloitte & Touche LLP.* 23.2 Consent of Allen & Overy LLP (included in the opinion filed as Exhibit 5.1). 24 Powers of Attorney (included on signature page).* * Filed herewith. ITEM 9. UNDERTAKINGS (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement; (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1) (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a II-3 new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant, pursuant to the provisions described in Item 6 above, or otherwise, the registrant has been advised that in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether or not such indemnification is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on November 10, 2005. WPP Group plc /s/ Paul Winston George Richardson ---------------------------------- By: Paul Winston George Richardson Title: Finance Director POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears below hereby severally constitutes and appoints Paul W. G. Richardson his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all documents relating thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone full power and authority to do and perform each and every act and thing necessary or advisable to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement on Form S-8 has been signed by the following persons in their capacities on November 10, 2005. Signature Title - --------- ----- - ------------------------------------------------ Chairman (non-executive) of the Board of Directors Philip Lader /s/ Sir Martin Stuart Sorrell Group Chief Executive Officer - ------------------------------------------------ Sir Martin Stuart Sorrell /s/ Paul Winston George Richardson Finance Director (Principal Financial Officer, Principal - ------------------------------------------------ Accounting Officer and Director) Paul Winston George Richardson /s/ Howard Paster Executive Director - ------------------------------------------------ Howard Paster /s/ Mark Julian Read Strategy Director - ------------------------------------------------ Mark Julian Read
II-5 Signature Title - --------- ----- - ------------------------------------------------ Non-Executive Director Esther Dyson - ------------------------------------------------ Non-Executive Director Orit Gadiesh /s/ David Herman Komansky Non-Executive Director - ------------------------------------------------ David Herman Komansky /s/ Christopher Alasdhair Anthony Ewan Mackenzie Non-Executive Director - ------------------------------------------------ Christopher Alasdhair Anthony Ewan Mackenzie /s/ Stanley Wilbur Morten Non-Executive Director - ------------------------------------------------ Stanley Wilbur Morten /s/ Koichiro Naganuma Non-Executive Director - ------------------------------------------------ Koichiro Naganuma - ------------------------------------------------ Non-Executive Director Lubna Suliman Olayan - ------------------------------------------------ Non-Executive Director John Anthony Quelch - ------------------------------------------------ Non-Executive Director Jeffrey Allen Rosen /s/ Paul Spencer Non-Executive Director - ------------------------------------------------ Paul Spencer /s/ Colin Richard Day Non-Executive Director - ------------------------------------------------ Colin Richard Day /s/ Paul Winston George Richardson Authorized Representative in the United States - ------------------------------------------------ Paul Winston George Richardson
II-6 EXHIBIT INDEX Exhibit No. Description 5.1 Opinion of Allen & Overy LLP regarding validity of securities being registered. 23.1 Consent of Deloitte & Touche LLP. 23.2 Consent of Allen & Overy LLP (included in the opinion filed as Exhibit 5.1). 24 Powers of Attorney (included on signature page). EX-5.1 2 wpp_exh51-111005.txt WPP GROUP PLC 111005 EXHIBIT 5.1 Allen & Overy LLP Allen & Overy LLP One New Change WPP Group plc London EC4M 9QQ United Kingdom 27 Farm Street London Tel +44 (0)20 7330 3000 W1J 5RJ Fax +44 (0)20 7330 9999 United Kingdom Our ref RKJB/PMCC/IJF/16432-00406 CO:2491760.2 10 November 2005 Dear Sirs, Registration Statement on Form S-8 of WPP Group plc (the Registration Statement) 1. You have requested the opinion of Allen & Overy LLP (the Firm) with respect to certain matters of English law in relation to shares of WPP Group plc (WPP), in connection with the proposed registration under the United States Securities Act of 1933, as amended, of 50,700,000 of WPP's ordinary shares of 10 pence each (the Ordinary Shares) in respect of awards over the Ordinary Shares that have been or may be granted under the WPP Group plc Restricted Stock Plan, the WPP 2005 Worldwide Ownership Plan, the WPP 2005 Executive Stock Option Plan, the WPP Group plc 2004 Leadership Equity Acquisition Plan, the WPP Group plc Annual Bonus Deferral Programme, the WPP 2003-2005 Long Term Incentive Plan, the WPP 2004-2006 Long Term Incentive Plan and the WPP Group Plc Performance Share Plan (together the Plans). 2. In connection with this opinion we have examined copies of: (a) the certificate of incorporation of WPP and certificate of incorporation on change of name dated 16 August 2005 and 25 October 2005 respectively; (b) a certificate of registration from the registrar of companies of the court order sanctioning the scheme of arrangement of WPP 2005 Limited dated 25 October 2005; (c) the memorandum and articles of association of WPP (the Memorandum and Articles); (d) a copy of the rules of each of the Plans (the Rules); (e) a special resolution of WPP passed on 26 August 2005 (the Special Resolution); and (f) resolutions of the board of directors of WPP passed on 26 August 2005 and 30 August 2005 (the Board Resolutions). 3. Except as stated above, we have not examined any contracts, instruments or other documents entered into or affecting WPP or any corporate records of WPP and have not made any other enquiries concerning WPP. Allen & Overy LLP is a limited liability partnership registered in England and Wales with registered number OC306763. It is regulated by the Law Society of England and Wales. The term partner is used to refer to a member of Allen & Overy LLP or an employee or consultant with equivalent standing and qualifications. A list of the members of Allen & Overy LLP and of the non-members who are designated as partners is open to inspection at its registered office, One New Change, London EC4M 9QQ. Allen & Overy LLP or an affiliated undertaking has an office in each of: Amsterdam, Antwerp, Bangkok, Beijing, Bratislava, Brussels, Budapest, Dubai, Frankfurt, Hamburg, Hong Kong, London, Luxembourg, Madrid, Milan, Moscow, New York, Paris, Prague, Rome, Shanghai, Singapore, Tokyo, Turin and Warsaw. 4. Our opinion is confined solely to the laws of England as applied by the English courts and is given on the basis that it will be governed by, and construed in accordance with, English law. We have made no investigation of the laws of any other jurisdiction including, without limitation, the federal laws of the United States of America and we do not express or imply any opinion on such laws. 5. We have assumed that: (a) insofar as any obligation falls to be performed in any jurisdiction outside England, its performance will not be illegal or ineffective by virtue of the laws of that jurisdiction; (b) all signatures on the executed documents which, or copies (whether photocopies, certified copies, facsimile copies or electronic copies) of which, we have examined are genuine and that such copies conform to the original documents executed; (c) all documents submitted to us and on which we have sought to rely are genuine and complete; (d) no law of any jurisdiction other than England affects our conclusions; (e) all statements made to us and all facts stated in any documents upon which we have sought to rely are true and correct; (f) the Memorandum and Articles which we have examined are those in force; (g) the Rules that we have examined are those in force, they were properly adopted by WPP and have been and will be operated in accordance with their terms and as set out in the circular to shareholders of WPP 2005 Limited dated 31 August 2005; (h) the general meetings of the shareholders of WPP at which the Ordinary and Special Resolutions were passed were duly convened and held and that the Ordinary and Special Resolutions were passed in the form of the resolutions contained in the notice of such meetings and the Ordinary and Special Resolutions have not been and will not be subsequently amended, modified or revoked before the allotment and issue of the Ordinary Shares; (i) the meetings of the board of directors of WPP at which the Board Resolutions were passed were duly convened and held; each of the directors having any interest in the matters discussed at such meetings duly disclosed his interest therein, was entitled to count in the quorum of such meetings and to vote on the resolutions proposed at such meetings; at such meetings a quorum of directors was present and acting throughout; the Board Resolutions were duly passed and have not been and will not be amended, modified or revoked before the allotment and issue of the Ordinary Shares and are in full force and effect; the minutes of the meetings have been approved and such minutes are a true and correct record of the proceedings at such meetings. (j) at the time of the issue of the new Ordinary Shares, the Company will have a nominal amount of authorised but unissued ordinary shares of 10 pence each at least equal to the nominal amount of the new Ordinary Shares; (k) the new Ordinary Shares will when issued be subscribed for under the Plans wholly in cash at not less than their nominal value; 2 (l) admission of the Ordinary Shares to the Official List and to trading on the London Stock Exchange will become effective in accordance with the Listing Rules of the UK Listing Authority and the Admission Standards of the London Stock Exchange; (m) the Ordinary Shares in the WPP Employee Share Option Scheme (the ESOP Shares) were issued pursuant to the scheme of arrangement of WPP 2005 Limited which became effective on 25 October 2005; and (n) a meeting of the board of directors of WPP or a duly authorised and constituted committee of the board of directors of WPP has been or will be duly convened and held at which it was or will be resolved to allot and issue the new Ordinary Shares. 6. On the basis of the foregoing, and having regard to such considerations of English law in force at the date of this letter as we deem relevant and subject as set out below, we are of the opinion that: (a) the new Ordinary Shares to be registered by WPP will, when issued by WPP in connection with the Plans, be validly issued, credited as fully paid and no further contributions in respect of them will be required to be made to WPP by the holders of them, by reason of their being such holders; and (b) any ESOP Shares to be registered by WPP that may be delivered under the Plans are validly issued, credited as fully paid and no further contributions in respect of them will be required to be made to WPP by the holders of them by reason of their being such holders. 7. This opinion is subject to the qualifications set out below: (a) The opinions set out above are subject to all applicable limitations arising from the laws of bankruptcy, insolvency, liquidation, administration, reorganisation, moratorium, reconstruction or similar laws and general principles of law affecting the rights of creditors generally. (b) Equitable remedies such as an order for specific performance or the issue of an injunction, are available only at the discretion of the court and certain obligations may result in a claim for damages only, as opposed to specific performance. This opinion is addressed to you solely for your own purpose in connection with the Registration Statement and may not be used or relied upon by any other person or for any other purposes without the Firm's prior written consent. The Firm consents in relation to the filing of this letter as an exhibit to the Registration Statement. In giving such consent the Firm does not admit that it comes within the category of persons whose consent is required under section 7 of the United States Securities Act of 1933, as amended. Yours faithfully, /s/ Allen & Overy LLP Allen & Overy LLP 3 EX-23.1 3 wpp_exh231-111005.txt WPP GROUP PLC 111005 EXHIBIT 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated June 30, 2005, appearing in the Annual Report on Form 20-F of WPP Group plc for the year ended December 31, 2004. /s/ Deloitte & Touche LLP Deloitte & Touche LLP London, England November 10, 2005 -----END PRIVACY-ENHANCED MESSAGE-----