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WPP GROUP STATEMENT ON CAPITAL RESTRUCTURING

 WPP GROUP STATEMENT ON CAPITAL RESTRUCTURING
 LONDON, Aug. 5 /PRNewswire/ -- WPP Group plc (NASDAQ: WPPGY) today


released the following:
 All the resolutions proposed at the general meetings of shareholders held today in relation to the capital restructuring proposal have been passed. Proxies were received in respect of 141.0 million pounds sterling 8.25p (net) convertible preference shares at the separate meeting of convertible preference shareholders, of which 99.7 percent, were in favor of the resolution.
 It is expected that dealings in up to 160,293,963 new ordinary shares arising on the conversion of the existing convertible preference shares will commence tomorrow, Aug. 6, 1992, when the listing of the convertible preference shares will be canceled.
 It is also expected that the application forms relating to the open offer by Samuel Montagu of up to 239,535,944 new ordinary shares at 60p each will be posted to qualifying shareholders today. The latest date for application and payment in full under this open offer will be Aug. 26, 1992; dealings in new ordinary shares subscribed under the open offer are expected to commence on Sept. 3, 1992. The letter from Samuel Montagu making this offer will advise shareholders to consult their financial advisers and consider the prevailing market price of WPP ordinary shares, before submitting any application.
 -0- 8/5/92
 /CONTACT: Martin Sorrell, Robert Lerwill, Feona McEwan or Mark Read of WPP Group, 071-408-2204; or Rupert Faure Walker of Samuel Montagu & Co., 071-260-9290, Jeffrey Rosen of Wasserstein Perella & Co. Limited, 071-499-4664, both advisers to WPP Group; or Malcolm LeMay of Barclays de Zoete Wedd Limited, 071-956-4047, advisers to the Joint Co-ordinating Committee of Banks to WPP/
 (WPPGY) CO: WPP Group plc ST: IN: ADV SU: RCN


SM-PS -- NY009 -- 6940 08/05/92 08:47 EDT
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Date:Aug 5, 1992
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