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 July 2003
CORDIANT COMMUNICATIONS GROUP PLC
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(Translation of registrant's name into English)
1-5 Midford Place
London W1T 5BH
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): _________.
FORWARD LOOKING AND CAUTIONARY STATEMENTS
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: July 7, 2003
Exhibit 1
CORDIANT COMMUNICATIONS GROUP PLC
("Cordiant")
NOTIFIABLE HOLDINGS
Cordiant was notified on 2 July 2003 that Active Value Fund Managers Limited has
a holding of 113,388,099 Ordinary shares, representing 27.1% of the issued share
capital of the Company.
2 July 2003
Enquiries:
Cordiant Tel: +44 207 262 4343
Nathan Runnicles
College Hill Tel: +44 207 457 2020
Adrian Duffield
Exhibit 2
CORDIANT COMMUNICATIONS GROUP PLC
("Cordiant")
NOTIFIABLE HOLDINGS
Cordiant was notified on 4 July 2003 that Active Value Fund Managers Limited has
a holding of 120,388,099 Ordinary shares, representing 28.74% of the issued
share capital of the Company.
4 July 2003
Enquiries:
College Hill Tel: +44 207 457 2020
Adrian Duffield
Exhibit 3
CORDIANT COMMUNICATIONS GROUP PLC
("Cordiant")
DISPOSAL OF FD INTERNATIONAL
Cordiant has entered into a conditional agreement to sell 100% of FD
International, its business communications network, to new legal entities owned
and financed principally by funds managed by Advent International, the global
private equity firm. The purchase consideration is (pound)26.0 million payable
in cash at completion. The (pound)26.0 million is subject to upwards or
downwards adjustment based on a completion statement to be agreed or determined
following completion. This transaction represents the final step in Cordiant's
stated plan to reduce debt through a programme of non-core asset disposals. The
net transaction proceeds will be applied to repay borrowings.
FD International is a pan-European and North American business communications
network focused on developing and implementing strategic communications
programmes. It provides a range of services to clients including: financial and
corporate public relations, investor relations, employee and integration
communications, crisis and issues management, media and presentation training
and corporate reporting.
As well as presence in the UK, FD International has operations in Ireland,
France, Germany, and Greece and through affiliates in Italy and Sweden. In the
US, FD International has operations in New York, Boston and San Francisco. In
the year ended 31 December 2002, FD International generated revenue of
(pound)33.9 million and profit before tax of (pound)3.7 million (after
exceptional items). Net assets attributable to FD International as at 31
December 2002 were (pound)6.6 million.
FD International's synergy with the Bates Group is minimal. FD International has
few customer relationships in common with the Bates Group and is independently
located and operated. The disposal of FD International is not, therefore,
expected to have a material operational impact on any other part of the Group.
A circular will be sent to shareholders shortly seeking their approval for this
transaction at a meeting expected to be held on 23 July 2003, immediately before
the meetings convened to consider the proposed acquisition of Cordiant by WPP
Group plc.
4 July 2003
Enquiries:
College Hill Tel: +44 207 457 2020
Alex Sandberg
Adrian Duffield