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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM F-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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CORDIANT COMMUNICATIONS GROUP PLC
(Exact name of registrant as specified in its charter)
Not Applicable
(Translation of Registrant's name into English)
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<S> <C> <C>
England 121-141 Westbourne Terrace Not Applicable
(State or other jurisdiction London W2 6JR, England (I.R.S. Employer
of incorporation or organization) 011-44-207-262-4343 Identification Number)
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
</TABLE>
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Michael J. Kopcsak, Esq.
Gould & Wilkie LLP
One Chase Manhattan Plaza
New York, NY 10005
(212) 344-5680
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Timothy B. Goodell, Esq.
White & Case LLP
1155 Avenue of the Americas
New York, New York 10036
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Approximate date of commencement of proposed sale to the public:
From time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES AMOUNT TO PROPOSED MAXIMUM AGGREGATE PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED BE REGISTERED PRICE PER SHARE(1)(2) AGGREGATE OFFERING REGISTRATION FEE(2)
PRICE(1)
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<S> <C> <C> <C> <C>
Ordinary Shares, 50p Par Value 73,412,623 $5.09 $373,899,665.52 $98,709.51
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</TABLE>
(1) Estimated solely for the purpose of calculating the Registration Fee in
accordance with Rule 457 of the Securities Act of 1933.
(2) Based on average of the high and low prices of the ordinary shares
reported on the New York Stock Exchange, Inc. on September 7, 2000.
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The Registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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<PAGE>
PROSPECTUS
CORDIANT COMMUNICATIONS GROUP PLC
This prospectus relates to an offering of up to 73,412,623 Ordinary
Shares of Cordiant Communication Group plc, a corporation incorporated under the
laws of England. The Ordinary Shares of 50p each, which we refer to as the
Shares, may be offered for sale from time to time by the selling shareholders
listed on page 5. We will not receive any of the proceeds from the sale of the
Shares.
The Shares are listed on the New York Stock Exchange, Inc. (in the form
of American Depositary Shares, each of which represents five Shares) under the
symbol "CDA" and are quoted on the London Stock Exchange under the symbol "CRI."
On September 13, 2000, the last reported sale price for an American Depositary
Share on the New York Stock Exchange, Inc. was $24.13 and for a Share on the
London Stock Exchange was 342p.
The selling shareholders may elect, during a period beginning September
7 and ending November 24, 2000, to sell the Shares they beneficially own through
a coordinated marketing operation known as a book build. The book build will
consist of UBS Warburg, a business group of UBS AG as lead manager and Lazard
Freres & Co. LLC as joint lead manager, accumulating market demand for the
Shares over a specified period of time, at the end of which, assuming the effort
has been successful, a price would be set for the Shares in the book build and
all or some of the Shares placed in the book build will be sold.
In addition, we have been advised by the selling shareholders that they
may sell all or a portion of the Shares from time to time on The London Stock
Exchange plc or The New York Stock Exchange, Inc., assuming the Shares are
deposited with the Depositary and the selling shareholders are issued American
Depositary Receipts. The selling shareholders may also make private sales of
Shares to purchasers directly. Alternatively, they may from time to time offer
the Shares through underwriters, brokers, dealers or agents, who may receive
compensation in the form of underwriting discounts, commissions or concessions.
Investing in the Shares involves risks. See "Risk Factors" beginning on
page 1 of this prospectus for a discussion of factors you should consider before
you buy Shares.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
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The date of this prospectus is September 25, 2000
<PAGE>
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS..........................................................1
RISK FACTORS...................................................................1
FORWARD-LOOKING STATEMENTS.....................................................3
THE COMPANY....................................................................3
USE OF PROCEEDS................................................................4
THE SELLING SHAREHOLDERS.......................................................4
PLAN OF DISTRIBUTION...........................................................9
LEGAL MATTERS.................................................................13
EXPERTS.......................................................................13
WHERE YOU CAN FIND MORE INFORMATION...........................................14
INCORPORATION OF DOCUMENTS BY REFERENCE.......................................14
<PAGE>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form F-3 that we
filed with the Securities and Exchange Commission using a "shelf" registration
process. Under this process, the selling shareholders may, from time to time,
sell up to 73,412,623 Shares in one or more offerings. This prospectus does not
contain all of the information included in the registration statement and the
exhibits thereto. Statements included in this prospectus as to the contents of
any contract or other document that is filed as an exhibit to the registration
statement are not necessarily complete and you should refer to that agreement or
document for a complete description of these matters. You should read both this
prospectus and any prospectus supplement, together with the additional
information described in this prospectus under the heading "Where You Can Find
More Information."
In this prospectus, "Cordiant," "the Group," "CCG," "we," "our" and
"us" refer to Cordiant Communications Group plc and its subsidiaries (unless the
context otherwise requires).
RISK FACTORS
If you purchase our Shares, you will take on a financial risk. In
deciding whether to invest, you should carefully consider the following factors,
the information contained in this prospectus and the other information to which
we have referred you. Additional risks and uncertainties not presently known to
us or that we currently consider not material may also impair our business
operations. If any of the following risks actually occur, our business,
financial condition or results of operations could be materially adversely
affected. In such case, the trading price of our Shares could decline, and you
may lose all or part of your investment.
We may face hurdles with respect to management of growth and acquisition risks.
Our continuing growth will depend on a number of factors, including our
ability to:
o maintain the high quality of the services we provide to clients;
o increase the number of services we provide to existing clients;
o recruit, motivate and retain highly skilled creative, technical and
marketing personnel in the highly competitive market for qualified
personnel in the marketing and communications industry; and
o grow through the acquisition of other communications businesses in an
environment of increased competition for acquisition candidates.
There can be no assurance that we will be able to successfully achieve
all or any of these strategies for growth.
We will be dependent on certain key clients.
Our revenues are dependent upon the advertising, sales and marketing
expenditures of a number of key clients. Our five largest clients are expected
to account for approximately 22 per cent of Our combined revenues. These major
clients may reassess their relationship with us and may move their advertising
and communications assignments to other advertising, marketing or communications
companies. Our results of operations could be materially adversely affected by
the loss of one or more of our major clients.
We may forego potential revenues due to client conflicts of interest.
Client conflicts of interest are inherent in the advertising and
marketing and communications industries due to the proprietary nature of such
clients' products. Our ability to retain existing clients and to compete for new
clients and assignments will be limited by our general practice, and the
practice followed by many of our competitors, of not representing clients with
competing product lines. In addition, we may be contractually precluded from
representing companies with competing products. As a result, we may not be
retained by existing, new or potential clients with respect to certain products
if we provide marketing or communications services for competing products.
We may face increased competition and increasing industry consolidation.
The marketing and communications industry is highly competitive. We
will compete with other marketing and communications firms, including
international and local full-service and specialized marketing and
communications firms and other contract sales and marketing organizations. A
number of our competitors will have substantially greater financial resources,
personnel and facilities than us. In addition, if the current trend toward
consolidation continues, we may face greater competition for clients. Although
we believe that we will be able to compete on the basis of the quality of our
creative product, service, reputation and personal relationships with clients,
there can be no assurance that we will be able to maintain our competitive
position in the industry.
We will be dependent on key personnel.
We will be dependent on the efforts and abilities of our senior
management and senior creative personnel. The loss of the services of any of
these key employees could have a material adverse effect on us. In addition,
while a number of our executive officers have entered into employment agreements
and confidentiality and non-solicitation agreements, there is no assurance that
we would be able to retain the services of such individuals or prevent the
unauthorized disclosure or use of our knowledge, practices, procedures or client
lists.
FORWARD-LOOKING STATEMENTS
This prospectus, any prospectus supplement and the documents
incorporated by reference in this prospectus contain certain "forward looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. 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 in
the forward-looking statements 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, some of the forward-looking statements may
relate to our performance. Our 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, our 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 UK), the general level of advertising expenditures in our markets referred
to above and the overall level of economic activity in the Group's major markets
as discussed above. Our ability to reduce our fixed cost base in the short term
is limited and therefore our trading performance can be significantly affected
by variations in the level of its revenues.
THE COMPANY
We are a global marketing communications group comprising:
o Bates Worldwide, one of the largest advertising and marketing
communications networks in the world;
o Scholz & Friends, the largest multinational advertising network
headquartered in Germany;
o an 80 percent shareholding in Diamond Ad Ltd, a South Korean
advertising and marketing communication agency;
o the Healthworld Corporation, an international communications and
contract sales marketing business specializing in healthcare;
o a 50 percent shareholding in Zenith Media Worldwide, a global
specialist media services and planning agency;
o a 30 percent shareholding in The Facilities Group, a
pre-production agency; and
o Lighthouse Global Network, Inc. an international communications
and marketing business.
In December 1999, we acquired 80 percent of Diamond Ad, a leading
advertising agency in South Korea. Diamond Ad was previously the in-house agency
for Hyundai Group, and Hyundai have retained a 20 percent interest in Diamond
Ad.
In March 2000, we completed the acquisition of the Healthworld
Corporation, which we may refer to as Healthworld, one of the world's largest
healthcare marketing agencies. Healthworld provides multinational pharmaceutical
clients with a wide range of communication services including advertising and
promotion, medical education, contract sales, direct marketing, market research
and interactive services. Healthworld has become a new division of Bates
Worldwide.
Also in March 2000, we consolidated our interactive businesses into a
new global brand named CCG.XM. CCG.XM offers clients digital marketing and
e-commerce consulting services and operates 12 offices worldwide.
In September 2000, we completed the acquisition of Lighthouse Global
Network, Inc., which we may refer to as Lighthouse, an international
communications and marketing business with 36 offices in six countries and
approximately 1,100 employees worldwide. Lighthouse is organized around three
global operating platforms: Design Branding, Business Communications and
Marketing Services. The Design Branding group specializes in product design,
brand identity and management, packaging and interactive development. The
Business Communications group provides a range of financial communications,
including investor relations, transaction communications, online, external and
internal communications. The Marketing Services business provides clients with
sales promotion, direct and database marketing, interactive marketing, sports
marketing and event management services.
Our principal corporate offices are located at 121-141 Westbourne
Terrace, London W2 6JR, England, telephone number 011-44-207-262-4343.
Information about us can be found on our website, www.ccgww.com. The website is
not a part of the prospectus.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the Shares by the
selling shareholders.
THE SELLING SHAREHOLDERS
The following table sets forth the number of Shares beneficially owned
by the selling shareholders as of the date of this prospectus. In calculating
the number of shares beneficially owned by each selling shareholder after the
offering, we have assumed that the selling shareholders will sell all of the
Shares registered under the registration statement of which this prospectus is a
part. The selling shareholders may sell all or any part of their shares
registered under the registration statement.
The number and percentage of shares beneficially owned by each
shareholder is determined under rules promulgated by the Securities and Exchange
Commission. The information does not necessarily indicate beneficial ownership
for any other purpose. Under these rules, the number of shares deemed
outstanding includes shares issuable upon exercise of options held by the
respective selling shareholders which may be exercised within 60 days of
September 13, 2000 and for purposes of calculating each selling shareholder's
percentage ownership, stock options exercisable within 60 days of September 13,
2000.
Percentage of beneficial ownership is based on 356,859,888 ordinary
shares outstanding as of September 11, 2000.
Share numbers are estimated, as the selling shareholders or their
transferees or distributees may sell all or any part of the shares pursuant to
the offering.
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Shares Beneficially Shares Being Shares Beneficially
Name Owned Prior to Offering Offered Owned After Offering
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Number Percentage Number (1) Percentage
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Martin Beck (2) 659,704 * 650,623 9,081 *
Ross Christianson (3) 192,519 * 189,289 3,230 *
Timothy Donmoyer (4) 1,692,636 * 1,662,189 30,447 *
Craig J. Duchossois 267,979 * 264,636 3,343 *
Revocable Trust UAD 9/11/89
No. 3553663949 (5)
Fantastic Sports Merchandise, 98,810 * 96,930 1,880 *
Inc. (6)
Fantastic Sports Travel, Inc. 76,429 * 74,975 1,454 *
(7)
Andrew Filipowski (8) 267,619 * 264,276 3,343 *
Frontenac Masters VII 804,349 * 794,319 10,030 *
Limited Partnership (9)(37)
Frontenac VII Limited 16,073,224 4.50 15,872,789 200,435 *
Partnership (10)(37)
Gerald E. Graunke and Grace F. 134,069 * 132,397 1,672 *
Graunke as Co-Trustees of the
Graunke Family Trust dated
3/19/99 (11)
Terence M. Graunke 2,279,613 * 2,254532 25,080.64 *
(11)(12)(18)(33)
GTCR Associates VI, L.P. 82,381 * 81354 1,027 *
(13)(38)
GTCR VI Executive Fund, L.P. 260,848 * 257,595 3,253 *
(14)(38)
GTCR Fund VI, L.P. (15)(38) 36,385,397 10.19 35,931,648 453,749 *
Kathleen Johnston (16) 241,121 * 237,891 3,230 *
Amy LaBan (17) 192,519 * 189,289 3,230 *
Lake Creek Research, LLC (18) 7,550,874 2.11 7,407,222 143,652 *
Victoria Leavitt (19) 770,321 * 757,401 12,920 *
Peter Mason (20) 133,991 * 132,319 1,672 *
John McCartney (21) 268,162 * 264,819 3,343 *
MKW Partners, L.P. (22) 1,340,192 * 1,323,475 16,717 *
Alfred W. Mort (23) 56,319 * 55,247 1,072 *
Northwestern University (24) 13,678 * 13,511 167 *
Deborah Olinger (25) 192,519 * 189,289 3,230 *
Propose One (BVI) Limited (26) 125,847 * 123,453 2,394 *
The Scott Life Interest 503,391 * 493,814 9,577 *
Trust, Heather Goldstein
Scott, Trustee (27)
Mark Scott (28) 182,064 * 180,392 1,672 *
Seaview Holdings LLC (29) 535,901 * 529,214 6,687 *
Secure One (BVI) Limited (30) 125,847 * 123,453 2,394 *
Michael Seedman (31) 267,865 * 264,522 3,343 *
Stosik Investment Partners (32) 100,678 * 98,763 1,915 *
T&S Management, L.P. (33) 439,175 * 430,820 8,355 *
Daniel Wilhelm (34) 263,761 * 259,610 4,151 *
Paul Yovovich (35) 687,012 * 677,452 9,560 *
Julian Hanson Smith (36) 927,532 * 927,532 0 *
</TABLE>
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*Represents beneficial ownership of less than 1% of outstanding ordinary shares.
(1) Assumes that the selling shareholders sell or otherwise dispose of all the
Shares covered by this prospectus other than those put in trust on behalf
of each selling shareholder and that the selling shareholders do not
acquire any additional Shares.
(2) Includes 9,081 shares held in trust for the benefit of the selling
shareholder. Mr. Beck was the Chief Executive Officer and a Director of
Lighthouse from August 1999 to February 2000.
(3) Includes 3,230 shares held in trust for the benefit of the selling
shareholder. Mr. Christianson was a Vice President of Lighthouse from
November 1998 until September 2000.
(4) Includes 30,447 shares held in trust for the benefit of the selling
shareholder. Mr. Donmoyer has been the Chief Financial Officer of
Lighthouse since June 1999.
(5) Includes 3,343 shares held in trust for the benefit of the selling
shareholder.
(6) Includes 1,880 shares held in trust for the benefit of the selling
shareholder. Fantastic Sports Merchandise, Inc. is a subsidiary of
Lighthouse.
(7) Includes 1,454 shares held in trust for the benefit of the selling
shareholder. Fantastic Sports Travel, Inc. is a subsidiary of Lighthouse.
(8) Includes 3,343 shares held in trust for the benefit of the selling
shareholder.
(9) Includes 10,030 shares held in trust for the benefit of the selling
shareholder.
(10) Includes 200,435 shares held in trust for the benefit of the selling
shareholder.
(11) Includes 1,672 shares held in trust for the benefit of the selling
shareholder. Terence M. Graunke, a selling shareholder, is one of the
beneficiaries of the Graunke Family Trust dated 3/19/99.
(12) Includes 25,081 shares held in trust for the benefit of the selling
shareholder. Mr. Graunke was the Chairman of the Board of Directors of
Lighthouse from September 1998 until September 2000 and its Chief
Executive Officer from September 1998 to August 1999 and February 2000
until September 2000. Mr. Graunke was also the beneficial owner of more
than 5% of the outstanding shares of Lighthouse, prior to September 6,
2000 when Lighthouse became one of our wholly owned subsidiaries.
(13) Includes 1,027 shares held in trust for the benefit of the selling
shareholder.
(14) Includes 3,253 shares held in trust for the benefit of the selling
shareholder.
(15) Includes 453,749 shares held in trust for the benefit of the selling
shareholder.
(16) Includes 3,230 shares held in trust for the benefit of the selling
shareholder. Ms. Johnston was a Vice President of Lighthouse from March
1999 until September 2000.
(17) Includes 3,230 shares held in trust for the benefit of the selling
shareholder. Ms. LaBan was a Vice President of Lighthouse from September
1998 until September 2000.
(18) Includes 143,652 shares held in trust for the benefit of the selling
shareholder. Terence M. Graunke, a selling shareholder holds 99% of the
membership interests of Lake Creek Research LLC. Prior to September 6,
2000, when Lighthouse was merged with and into one of our wholly-owned
subsidiaries, Lake Creek Research LLC owned approximately 14.58% of the
issued and outstanding shares of common stock of Lighthouse.
(19) Includes 12,920 shares held in trust for the benefit of the selling
shareholder. Ms. Leavitt has been an Executive Vice President of
Lighthouse since October 1998.
(20) Includes 1,672 shares held in trust for the benefit of the selling
shareholder.
(21) Includes 3,343 shares held in trust for the benefit of the selling
shareholder.
(22) Includes 16,717 shares held in trust for the benefit of the selling
shareholder.
(23) Includes 1,071 shares held in trust for the benefit of the selling
shareholder. Mr. Mort was the President of Communicator Sports and
Entertainment, Inc., a subsidiary of Lighthouse, from March 1999 to May
2000.
(24) Includes 167 shares held in trust for the benefit of the selling
shareholder.
(25) Includes 3,230 shares held in trust for the benefit of the selling
shareholder. Ms. Olinger was a Vice President of Lighthouse from September
1999 until September 2000.
(26) Includes 2,394 shares held in trust for the benefit of the selling
shareholder. Shares held by Propose One (BVI) Limited are held for the
benefit of a former Managing Director of Communicator Worldwide, one of
Lighthouse's subsidiaries in the United Kingdom.
(27) Includes 9,577 shares held in trust for the benefit of the selling
shareholder. Mr. Mark Scott, a selling shareholder is the beneficiary of
The Scott Life Interest Trust.
(28) Includes 1,672 shares held in trust for the benefit of the selling
shareholder. Mr. Scott was a Vice President of Lighthouse from March 1999
to September 2000.
(29) Includes 6,687 shares held in trust for the benefit of the selling
shareholder.
(30) Includes 2,394 shares held in trust for the benefit of the selling
shareholder. Shares held by Secure One (BVI) Limited are held for the
benefit of a former Managing Director of Communicator Worldwide, one of
Lighthouse's subsidiaries in the United Kingdom.
(31) Includes 3,343 shares held in trust for the benefit of the selling
shareholder.
(32) Includes 1,915 shares held in trust for the benefit of the selling
shareholder. Stosik Investment Partners is holding the Shares for the
benefit of the former owners of Sports Producers Hawaii, now known as
Communicator Sports & Events, Inc., which Lighthouse acquired in July
1999.
(33) Includes 8,355 shares held in trust for the benefit of the selling
shareholder. Terence M. Graunke, a selling shareholder is the General
Partner of T&S Management, L.P.
(34) Includes 4,151 shares held in trust for the benefit of the selling
shareholder. Mr. Wilhelm was a Senior Vice President of Lighthouse from
September 1998 to December 1999.
(35) Includes 9,560 shares held in trust for the benefit of the selling
shareholder. Mr. Yovovich was a Director of Lighthouse from September 1998
to September 2000.
(36) Mr. Hanson-Smith has been the Chief Operating Officer of Lighthouse since
January 2000. The shares beneficially owned by him prior to the offering
includes 781,725 ordinary shares issuable upon exercise of exercisable
stock options.
(37) Frontenac Company VII, L.L.C. is the General Partner of Frontenac VII
Limited Partnership and Frontenac Masters VII Limited Partnership. Prior
to September 6, 2000, when Lighthouse was merged with and into one of our
wholly-owned subsidiaries, Frontenac VII Limited Partnership and Frontenac
Masters VII Limited Partnership owned in the aggregate approximately
21.36% of the issued and outstanding shares of common stock of Lighthouse.
(38) GTCR Partners VI, L.P. is the General Partner of each of GTCR Associates
VI, L.P., GTCR Executive Fund, L.P. and GTCR Fund VI, L.P. Prior to
September 6, 2000, when Lighthouse was merged with and into one of our
wholly-owned subsidiaries, GTCR Associates VI, L.P., GTCR Executive Fund,
L.P. and GTCR Fund VI, L.P. owned in the aggregate approximately 46.50% of
the issued and outstanding shares of common stock of Lighthouse.
The selling shareholders acquired the Shares being offered by this
prospectus pursuant to an Agreement and Plan of Merger, dated July 4, 2000, as
amended September 5, 2000, among us, Lighthouse Acquisition, Inc. and
Lighthouse, which we may refer to as the Merger Agreement. The selling
shareholders also may have acquired some of the Shares being offered by this
prospectus upon exercise of options.
Except as described in this prospectus, the selling shareholders have
not had a material relationship with us or any of our affiliates within the past
three years.
PLAN OF DISTRIBUTION
Who may sell the Shares and applicable restrictions
We will not receive any of the proceeds from the sale of the Shares.
The selling shareholders will be offering and selling all Shares offered and
sold under this prospectus.
The selling shareholders may also sell the Shares directly to market
makers acting as principals and/or broker-dealers acting as agents for
themselves or their customers. These broker-dealers may receive compensation in
the form of discounts, concessions or commissions from the selling shareholders
and/or the purchasers of Shares for whom such broker-dealers may act as agents
or to whom they sell as principal, or both. The compensation as to a particular
broker-dealer might be in excess of customary commissions. Market makers and
block purchasers purchasing the Shares will do so for their own account and at
their own risk. The selling shareholders and any broker-dealer or agent that act
in connection with the sale of the Shares might be deemed to be "underwriters"
as that term is defined under the Securities Act of 1933, as amended, and any
commissions received by the broker-dealer or agent and any profit on the resale
of the Shares sold by them while acting as principals might be deemed to be
underwriting discounts or commissions under the Securities Act.
The selling shareholders may sell all or any part of the Shares offered
by this prospectus through an underwriter. To our knowledge, the selling
shareholders have not entered into any agreement with a prospective underwriter.
If we are notified that the selling shareholders have entered or are entering
into an agreement with a prospective underwriter, the relevant details will be
set forth in a supplement to this prospectus. The selling shareholders, however,
have agreed to sell their shares in a coordinated marketing effort known as a
book build, as described below.
To comply with the securities laws of certain jurisdictions, the Shares
offered by this prospectus may need to be offered or sold in such jurisdictions
only through registered or licensed brokers or dealers.
Manner of sales
The selling shareholders will act independently of us in making
decisions with respect to the manner and size of each sale. The selling
shareholders may sell the Shares from time to time in one or more of the
following types of transactions (which may include block transactions):
o on the New York Stock Exchange, Inc. (assuming the Shares are
deposited with the Depositary and the selling shareholders are
issued our American Depositary Receipts);
o on the London Stock Exchange plc;
o in privately negotiated transactions;
o by selling to a broker or dealer as principal and resale by the
broker or dealer for its own account;
o through underwriters or dealers who may receive compensation in
the form of underwriting discounts, concessions or commissions;
o in block transactions to market makers or other purchasers at a
price per share which may be below the then prevailing market
price;
o through put or call options transactions relating to the Shares;
o through short sales of the Shares; or
o through a combination of the above methods of sale.
The sale price of the Shares may be the market price of our ordinary
shares prevailing at the time of sale, a price related to the prevailing market
price, a negotiated price or such other price as the selling shareholders
determine from time to time. The selling shareholders have the sole discretion
not to accept any purchase offer or make any sale of Shares they deem the
purchase price to be unsatisfactory at any particular time.
Under applicable rules and regulations under the Securities Exchange
Act of 1934, any person engaged in a distribution of Shares covered by this
prospectus may be limited in its ability to engage in market activities with
respect to such Shares. The selling shareholders, for example, will be subject
to applicable provisions of the Exchange Act and the rules and regulations under
it, including Rule 10b-5 and Regulation M. Regulation M may restrict certain
activities of the selling shareholders and limit the timing of purchases and
sales of any Shares by the selling shareholders. Furthermore, under Regulation
M, persons engaged in a distribution of securities are prohibited from
simultaneously engaging in market making and certain other activities with
respect to such securities for a specified period of time prior to the
commencement of such distributions, subject to specified exceptions or
exemptions.
The selling shareholders may elect once, during a period beginning
September 7 and ending November 24, 2000, to sell the Shares they beneficially
own through a coordinated marketing operation known as a book build. The selling
shareholders may instruct UBS Warburg to use its reasonable efforts to arrange
for the sale of up to 100% of the Shares beneficially owned by the selling
shareholders through the book build, provided that UBS Warburg is able to
maintain an orderly trading market for the Shares. Any election by the selling
shareholders to dispose of Shares beneficially owned by them must involve the
sale of at least 7.5 million shares. After June 7, 2001, the selling
shareholders may make one additional election to sell their Shares through a
book build on the terms outlined in the preceeding sentence.
During the period beginning September 6, 2000 and ending December 6,
2001, the selling shareholders also have a right to participate in any book
build conducted on behalf of any person other than the selling shareholders.
Except for the Shares which may be sold in a book build as described
above and for market transactions relating to a maximum of 7.5 million Shares
prior to the book build, specified selling shareholders holding in the aggregate
17.8% of our issued share capital, have agreed not to sell any of their Shares
until June 7, 2001.
Registration rights of the selling shareholders
We have agreed to maintain the effectiveness of the registration
statement of which this prospectus forms a part until the earlier to occur of
(1) September 6, 2002 or (2) such time as all of the Shares have been sold.
Suspension of this offering
Under the terms of the Merger Agreement, we may require the selling
shareholders to suspend the availability of this prospectus and not to effect
any sales of Shares if we notify the selling shareholders of such a suspension.
Prospectus delivery
Because the selling shareholders may be deemed to be an "underwriter"
within the meaning of Section 2(11) of the Securities Act, the selling
shareholders will be subject to the prospectus delivery requirements of the
Securities Act. At any time a particular offer of the Shares is made, a revised
prospectus or prospectus supplement, if required, will be distributed which will
set forth:
o the name of the selling shareholders and of any participating
underwriters, broker-dealers or agents;
o the aggregate amount of securities being offered;
o the price at which the Shares were sold and other material terms
of the offering;
o any discounts, commissions, concessions and other items
constituting compensation from the selling shareholders and any
discounts, commissions or concessions allowed or reallowed or paid
to dealers; and
o that the participating broker-dealers did not conduct any
investigation to verify the information in this prospectus or
incorporated in this prospectus by reference.
The prospectus supplement or a post-effective amendment will be filed with the
SEC to reflect the disclosure of additional information with respect to the
distribution of the Shares.
Indemnification
We have agreed to indemnify the selling shareholders against certain
liabilities, including liabilities arising under the Securities Act. The selling
shareholders may agree to indemnify any agent, dealer or broker-dealer that
participates in transactions involving sales of the Shares against certain
liabilities, including liabilities arising under the Securities Act.
Fees and expenses
We have agreed to pay all costs, expenses and fees in connection with
the registration of the Shares. The selling shareholders will pay all
underwriting discounts and commissions and brokerage commissions and fees, if
any, payable with respect to the Shares.
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon by
Macfarlanes, our English counsel.
EXPERTS
The financial statements incorporated in this prospectus by reference
to our Annual Report on Form 20-F for the year ended December 31, 1999 have been
so incorporated in reliance on the report of KPMG Audit Plc, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.
The financial statements of Diamond Ad Ltd incorporated by reference in
this prospectus that are contained in the Form 6-K filed with the SEC on
September 25, 2000 for the year ended June 30, 1999 have been audited by KPMG
San Tong Corp., independent public accountants, as indicated in their reports
with respect thereto, and are included herein in reliance upon the authority of
said firm as experts in accounting and auditing in giving said reports.
The financial statements of Financial Dynamics Holdings Ltd and its
subsidiary, Financial Dynamics Limited, incorporated by reference in this
prospectus that are contained in the Form 6-K filed with the SEC on September
25, 2000 for the year ended December 31, 1998 have been audited by KPMG,
independent public accountants, as indicated in their reports with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in accounting and auditing in giving said reports.
The financial statements of Lighthouse Global Network, Inc. and
subsidiaries as of December 31, 1999 and 1998, and for the year ended December
31, 1999 and for the period from September 4, 1998 (commencement of operations)
through December 31, 1998, incorporated by reference in this prospectus and
elsewhere in this registration statement that are contained in the Form 6-K
filed with the SEC on September 25, 2000 have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their report with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in accounting and auditing in giving said report.
The financial statements of Morgen Walke Associates, Inc. and
subsidiaries incorporated by reference in this prospectus that are contained in
the Form 6-K filed with the SEC on September 25, 2000 for the year ended
December 31, 1999 have been audited by KPMG LLP, independent public accountants,
as indicated in their reports with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said reports.
Ernst & Young, independent auditors, have audited the consolidated
financial statements of Fitch plc included in our report on the Form 6-K filed
with the SEC on September 25, 2000, as set forth in their report, which is
incorporated by reference in this prospectus. These financial statements are
incorporated by reference in reliance on Ernst & Young's report, given on their
authority as experts in accounting and auditing.
The financial statements of Healthworld Corporation and subsidiaries
incorporated by reference in this prospectus that are contained in the Form 6-K
filed with the SEC on September 25, 2000 for the two years ended December 31,
1999 have been audited by Arthur Andersen LLP, independent public accountants,
as indicated in their report with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said report.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational reporting requirements of the
Securities Exchange Act of 1934, and therefore we file reports and other
information with the SEC as a foreign private issuer. You may read and copy
these reports and other information at the Public Reference Room maintained by
the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC
at 1-800-SEC-0330 for further information on the public reference rooms. In
addition, the SEC maintains a home page on the Internet (http://www.sec.gov)
that contains certain reports and other information we file.
We furnish to The Bank, of New York as Depositary under our Deposit
Agreement, dated as of November 15, 1983, as amended and restated as of April 1,
1991, as amended as of July 16, 1991, and as further amended as of December 10,
1997, with The Bank of New York, copies of all reports required to be filed by
us with the SEC under the Exchange Act, including our annual reports in English
containing a brief description of our operations and our audited annual
consolidated financial statements prepared in accordance with generally accepted
accounting principles in the United Kingdom and Regulation S-X of the SEC.
INCORPORATION OF DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" information from other
documents that we file with them, which means that we can disclose important
information by referring to those documents. The information incorporated by
reference is considered to be part of this prospectus, and information that we
file later with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed below and any
future filings we make with the SEC under Sections 13(a), 13(c) or 15(d) of the
Exchange Act (including reports on Form 6-K, if we identify in those reports
that they are being incorporated by reference in this prospectus) prior to the
sale of all the Shares covered by this prospectus.
o Annual Report on Form 20-F for the year ended December 31, 1999.
o The description of our Ordinary Shares contained in our
Registration Statement on Form 8-A filed with the SEC on December
3, 1987.
o Our unaudited interim financial statements for the six months
ended June 30, 2000 contained in a Form 6-K filed with the SEC on
September 12, 2000.
o Our condensed consolidated pro forma financial statements for the
six months ended June 30, 2000 and the year ended December 31,
1999, contained in a Form 6-K filed with the SEC on September 25,
2000.
o Financial statements for Diamond Ad Ltd. for the year ended June
30, 1999, contained in a Form 6-K filed with the SEC on September
25, 2000.
o Financial statements for Financial Dynamics Limited for the year
ended December 31, 1998, contained in a Form 6-K filed with the
SEC on September 25, 2000.
o Consolidated financial statements for Financial Dynamics Holdings
Limited for the year ended December 31, 1998 and unaudited
consolidated financial statements for the seven month period ended
July 31, 1999, contained in a Form 6-K filed with the SEC on
September 25, 2000.
o Consolidated financial statements for Lighthouse and its
subsidiaries as of December 31, 1999 and 1998, and for the year
ended December 31, 1999, and for the period from September 4, 1998
(commencement of operations) to December 31, 1998 contained in a
Form 6-K filed with the SEC on September 25, 2000.
o Unaudited consolidated financial statements for Lighthouse and its
subsidiaries for the periods ending June 30, 2000 and June 30,
1999 contained in a Form 6-K filed with the SEC on September 25,
2000.
o Audited consolidated balance sheets of Healthworld Corporation and
subsidiaries as of December 31, 1998 and 1999, and related
consolidated statements of income, stockholders' equity and
comprehensive income, and cash flows for the three years then
ended, contained in the Form 6-K filed with the SEC on September
25, 2000.
o Consolidated financial statements for Fitch plc and subsidiaries
for the year ended December 31, 1998 contained in a Form 6-K filed
with the SEC on September 25, 2000.
o Unaudited consolidated financial statements for Fitch plc and
subsidiaries for the three months ended March 31, 1999 contained
in a Form 6-K filed with the SEC on September 25, 2000.
o Consolidated financial statements for Morgen Walke Associates Inc.
and its subsidiaries for the year ended December 31, 1999,
contained in a Form 6-K filed with the SEC on September 25, 2000.
You may request a copy of these filings, at no cost, by writing or
telephoning us. Any requests should be directed to:
Cordiant Communications Group plc
121-141 Westbourne Terrace
London W2 6JR United Kingdom
Web site: www.ccgww.com
Attn: Rebecca Taylor
Tel: 011-44-207-262-4343
You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement. We have not authorized anyone
else to provide you with different information. You should not assume that the
information in this prospectus or any supplement is accurate as of any date
other than the date on the front of those documents.
As a foreign private issuer, we are exempt from the rules and
regulations under the Exchange Act prescribing the content of proxy statements.
Additionally, our officers, directors and principal shareholders are exempt from
the reporting and short-swing profit recovery provisions contained in Section 16
of the Exchange Act. We will, however, continue to furnish our shareholders with
annual reports containing financial statements certified by independent public
accountants.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.*
SEC Registration fee........................................$ 98,709.51
Legal fees and expenses..................................... 41,744.00
Accounting fees and expenses................................ 112,640.00
NYSE Listing Fee............................................ 0
Miscellaneous............................................... 0
Total...............................................$253,093.51
* All amounts are estimated except for the SEC Registration Fee.
Item 15. Indemnification of Directors and Officers.
Except as set forth below, there is no provision in our Memorandum or
Articles of Association, or any contract, arrangement or statute under which any
controlling person, director or officers of CCG is issued or indemnified in any
manner against any liability that he may incur in his capacity as director or
officer.
Section 310 of the Companies Act 1985 of Great Britain provides:
"(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 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 Companies Act 1985 of Great Britain provides:
"(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 of 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."
Article 156 of our Articles of Association provides:
"Subject to the provisions of The Companies Act 1985, and every
statutory modification or re-enactment thereof for the time being in force and
every other Act or statutory instrument for the time being in force concerning
limited companies and affecting the Company (including, without limitation, Part
V of the Criminal Justice Act 1993 and the Companies Consolidation
(Consequential Provisions) Act 1985), every President, Director, Auditor,
Secretary or other officer of the Company shall be entitled to be indemnified by
the Company against all costs, charges, losses, expenses and liabilities
incurred by him in the execution and discharge of his duties or in relation
thereto. The Directors may purchase and maintain insurance for the benefit of
any Director or other officer or auditor to the extent permitted by the statutes
described above."
We maintain directors' and officers' liability insurance which provides
for payments on behalf of the directors and officers of all their losses, other
than matters uninsurable under the law, arising from claims, including claims
arising under the Securities Act of 1933, for acts or omissions by our directors
and officers while acting as directors or officers of CCG.
Item 16. Exhibits.
Exhibit No. Description
2.1 Agreement and Plan of Merger dated as of July 4,
2000, between Cordiant Communications Group plc,
Lighthouse Acquisition, Inc. and Lighthouse Global
Network, Inc.
2.2 Amendment No.1 to the Agreement and Plan of Merger,
dated as of September 5, 2000, between Cordiant
Communications Group plc, Lighthouse Acquisition,
Inc. and Lighthouse Global Network, Inc.
5 Opinion of Macfarlanes.
23.1 Written consent of KPMG Audit Plc.
23.2 Written consent of KPMG San Tong Corp.
23.3 Written consent of KPMG LLP.
23.4 Written consent of KPMG.
23.5 Written consent of Arthur Andersen LLP.
23.6 Written consent of Arthur Andersen LLP.
23.7 Written consent of Ernst & Young.
23.8 Written consent of Macfarlanes (included in their
opinion filed as Exhibit 5 hereto).
24 Power of Attorney (included on the signature page
of this Registration Statement).
Item 17. Undertakings.
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 the 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 the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement; and
(iii) to include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (1)(i) and (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 the 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; and
(4) if the registrant is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any
financial statements required by Rule 3-19 of this chapter at the start
of any delayed offering or throughout a continuous offering. Financial
statements and information otherwise required by Section 10(a)(3) of
the Act need not be furnished, provided, that the registrant includes
in the prospectus, by means of a post-effective amendment, financial
statements required pursuant to this paragraph (a)(4) and other
information necessary to ensure that all other information in the
prospectus is at least as current as the date of those financial
statements. Notwithstanding the foregoing, with respect to registration
statements on Form F-3, a post-effective amendment need not be filed to
include financial statements and information required by Section
10(a)(3) of the Act or Rule 3-19 of this chapter if such financial
statements and information are 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 the Form F-3.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of CCG's
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement 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.
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 foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the 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 whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report, to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form F-3 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, New York, on the 25th day of September,
2000.
Cordiant Communications Group plc
By: /s/ Arthur D'Angelo
----------------------------------------
Arthur D'Angelo
Chief Financial Officer
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, each person whose signature appears
below constitutes and appoints Michael Bungey and Arthur D'Angelo, jointly and
severally, as attorneys-in-fact, each with power of substitution, for such
person in any and all capacities, to sign this Registration Statement or any
amendments thereto, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact, or his
or her substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
----------------------------------- Executive Chairman September 25 , 2000
Charles Thomas Scott
/s/ Michael Bungey Director and Chief Executive Officer September 25, 2000
-----------------------------------
Michael Bungey
/s/ Arthur D'Angelo Finance Director September 25, 2000
------------------------------------
Arthur D'Angelo
/s/ Jean de Yturbe Director, Group President, Bates September 25, 2000
----------------------------------- Worldwide
Jean de Yturbe
Non-Executive Director September 25, 2000
-----------------------------------
John Dudley Fishburn
Non-Executive Director September 15, 2000
-----------------------------------
Professor Theodore Levitt
/s/ Peter Martin Schoning Director, Chairman and Chief September 25, 2000
----------------------------------- Executive Officer, Scholz & Friends
Peter Martin Schoning
Director, Group President, Bates September 25, 2000
----------------------------------- Worldwide
Ian Lindsay Smith
/s/ Rolf Wilhelm Heinrich Stomberg Non-Executive Director September 25, 2000
-----------------------------------
Doctor Rolf Wilhelm Heinrich Stomberg
/s/ John Michael Tyrrell Non-Executive Director September 25, 2000
----------------------------------
John Michael Tyrrell
/s/ William James Whitehead Director, Group President, Bates September 25, 2000
------------------------------ Worldwide
William James Whitehead
/s/ Michael J. Kopcsak Authorized Representative in the September 25, 2000
---------------------------------- United States
Michael J. Kopcsak
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
2.1 Agreement and Plan of Merger dated as of July 4, 2000
between Cordiant Communications Group plc, Lighthouse
Acquisition, Inc. and Lighthouse Global Network, Inc.
2.2 Amendment No.1 to the Agreement and Plan of Merger, dated
as of September 5, 2000, between Cordiant Communications
Group plc, Lighthouse Acquisition, Inc. and Lighthouse
Global Network, Inc.
5 Opinion of Macfarlanes.
23.1 Written consent of KPMG Audit Plc.
23.2 Written consent of KPMG San Tong Corp.
23.3 Written consent of KPMG LLP.
23.4 Written consent of KPMG.
23.5 Written consent of Arthur Andersen LLP.
23.6 Written consent of Arthur Andersen LLP.
23.7 Written consent of Ernst & Young.
23.8 Written consent of Macfarlanes (included in their opinion
filed as Exhibit 5 hereto).
24 Power of Attorney (included on the signature page of this
Registration Statement).
