FORM 6 - K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN ISSUER
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the Month of June 2003
CORDIANT COMMUNICATIONS GROUP PLC
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(Translation of registrant's name into English)
121-141 Westbourne Terrace
London W2 6JR
England
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(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F
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Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
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If "Yes" is marked, indicate below the File Number assigned to the registrant in
connection with Rule 12g3-2(b):
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FORWARD LOOKING AND CAUTIONARY STATEMENTS
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This report contains certain "forward looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. Generally, the
words "believe," "may," "will," "estimate," "continue," "anticipate," "intend,"
"expect" and similar expressions identify forward looking statements. The
Registrant has based these forward looking statements largely on its current
expectations and projections about future events and financial trends affecting
its business. These forward looking statements include statements relating to
trends in the advertising and marketing services industry, particularly with
respect to anticipated advertising expenditures in the world's advertising
markets. Actual advertising expenditures may differ materially from the
estimates contained therein depending on, among other things, regional, national
and international political and economic conditions, technological changes, the
availability of media and regulatory regimes in the world's advertising markets.
Additionally, this report contains a number of "forward looking statements"
relating to the Registrant's performance. The Registrant's actual results could
differ materially from those anticipated, depending on, among other things,
gains to or losses from its client base, the amount of revenue derived from
clients, the Registrant's exposure to changes in the exchange rates of major
currencies against the pound sterling (because a substantial portion of its
revenues are derived and costs incurred outside of the United Kingdom), the
general level of advertising expenditures in the Registrant's markets referred
to above and the overall level of economic activity in the Registrant's major
markets as discussed above. The Registrant's ability to reduce its fixed cost
base in the short term is limited and therefore its trading performance can be
significantly affected by variations in the level of its revenues.
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.
CORDIANT COMMUNICATIONS GROUP PLC
(Registrant)
By: /s/ David Hearn
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Title: Director and Chief Executive Officer
Date: June 12, 2003
Exhibit 1
CORDIANT COMMUNICATIONS GROUP PLC
("Cordiant")
NOTICE OF EGM
Cordiant Communications Group plc ("Cordiant") announces that it is posting
later today a circular to its shareholders seeking their approval for the
disposals of 70 per cent. of The Communications Group, comprising its principal
Australian businesses, and its 77.3 per cent. interest in Scholz & Friends. The
details of these disposals were announced on 29 May 2003 and 9 June 2003
respectively. The extraordinary general meeting is to be held at 11.00 am on
Saturday 28 June 2003. It is being held on this date because of the requirement
that the disposal of The Communications Group is completed in Australia no later
than 30 June 2003, the long stop date for completion.
On 29 April 2003, Cordiant announced that it had received very preliminary
approaches which could lead to an offer for the Company. Since then, Cordiant
has been actively evaluating a range of more detailed proposals, including
possible offers for the Company or involving its recapitalisation. Cordiant has
maintained a continuous dialogue with Cordiant's major clients who have
indicated their preference for Cordiant to seek an industry partner.
The Board continues to advance its discussions with various parties and is
seeking to bring them to a conclusion in the very near future in the best
interests of the stakeholders of the Group and its clients. The Board expects to
write to shareholders on this matter shortly.
These disposals will allow Cordiant to effect an important reduction in
Cordiant's debt position. As at 30 April 2003, the Group's gross debt balance
was (pound)262.6 million, cash was (pound)61.4 million and net debt (pound)201.2
million. The increase in net indebtedness of (pound)49.5 million between 31
December 2002 and 30 April 2003 is principally due to cash spend against the
restructuring provision held in the 31 December 2002 balance sheet, a normal
seasonal working capital movement and the impact of reduced media buying
activity in the US. In addition there are material make-whole arrangements and
other fees which are payable contingent on Cordiant's financial performance. In
the opinion of the directors the Group does not, following completion of either
or both of the disposals, currently have sufficient working capital for at least
12 months from the date of this document. However, the Company continues to
enjoy the support of its lenders, has resources to meet its current obligations
and is actively taking steps to address the longer term working capital
position, including constructively working with its lenders to secure long-term
funding, execution of the disposal programme and consideration of a possible
sale, or recapitalisation, of Cordiant.
During 2002 Cordiant implemented a restructuring programme to form the Bates
Group to substantially reduce costs. The significant steps taken have created a
cost base better aligned to the prevailing market conditions and have, in part,
mitigated the impact of significant losses in the US during 2002, in particular
Wendy's and Hyundai. The Group has traded broadly in line with expectations in
the first three months of this year, but since then has found it increasingly
Exhibit 1
difficult in the current circumstances to win new business and retain revenue
from existing clients due primarily to its current financial position. The
outlook for the Group is likely to be below the Board's original expectations,
notwithstanding the benefits of the restructuring which will mitigate to some
extent the adverse impact of revenue shortfalls.
12 June 2003
Enquiries:
College Hill Tel: +44 207 457 2020
Alex Sandberg
Adrian Duffield