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The Wellcome Trust Limited (Incorporated in England and Wales Under the Companies Act 1985 with Registered Number 2711000)

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The Wellcome Trust Limited (Incorporated in England and Wales Under the Companies Act 1985 with Registered Number 2711000) PROSPECTUS DATED 5 FEBRUARY 2018 The Wellcome Trust Limited (incorporated in England and Wales under the Companies Act 1985 with registered number 2711000) £750,000,000 2.517 per cent. Bonds due 2118 Issue Price 100.000 per cent. The £750,000,000 2.517 per cent. Bonds due 2118 (the “Bonds”) will be issued by The Wellcome Trust Limited (the “Issuer”) (in its capacity as trustee of the Wellcome Trust, a charity registered with the Charity Commission for England and Wales with registered charity number 210183 (the “Wellcome Trust”)). Interest on the Bonds is payable annually in arrear on 7 February in each year. If payments on the Bonds are subject to withholding or deduction for or on account of taxes of the United Kingdom, such payments will be increased to the extent and in the circumstances described under “Terms and Conditions of the Bonds – Taxation”. The Bonds will mature on 7 February 2118 but may be redeemed before that date at the option of the Issuer (in its capacity as trustee of the Wellcome Trust) in whole or in part at any time at a redemption price which is equal to (A), if the redemption date falls on or after 7 August 2117 the principal amount of the Bonds to be redeemed together with interest accrued to but excluding the Optional Redemption Date, or (B) otherwise, the higher of (i) their principal amount and (ii) a price calculated by reference to the yield on the relevant United Kingdom government stock, plus 0.15 per cent., in each case, together with accrued interest. See “Terms and Conditions of the Bonds – Redemption and Purchase”. The Bonds are also subject to redemption in whole but not in part, at their principal amount, together with accrued interest, at the option of the Issuer (in its capacity as trustee of the Wellcome Trust) at any time in the event of certain changes affecting taxes of the United Kingdom. See “Terms and Conditions of the Bonds – Redemption and Purchase”. This Prospectus has been approved by the Central Bank of Ireland (the “Central Bank”), as competent authority under Directive 2003/71/EC, as amended (including the amendments made by Directive 2010/73/EU) (the “Prospectus Directive”). This Prospectus constitutes a prospectus for the purposes of the Prospectus Directive. The Central Bank only approves this Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Application has been made to The Irish Stock Exchange Plc (the “Irish Stock Exchange”) for the Bonds to be admitted to its official list (the “Official List”) and trading on the Main Securities Market of the Irish Stock Exchange (the “Market”). References in this Prospectus to Bonds being “listed” (and all related references) shall mean that the Bonds have been admitted to trading on the Market and have been admitted to the Official List. The Market is a regulated market for the purposes of Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments, as amended (“MiFID II”). The Bonds will initially be represented by a temporary global bond (the “Temporary Global Bond”), without interest coupons or talons, which will be issued in new global note (“NGN”) form as they are intended to be eligible collateral for Eurosystem monetary policy. The Temporary Global Bond will be delivered on or prior to 7 February 2018 to a common safekeeper (the “Common Safekeeper”) for Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking S.A. (“Clearstream, Luxembourg”). The Temporary Global Bond will be exchangeable for interests in a permanent global bond (the “Permanent Global Bond” and together with the Temporary Global Bond, the “Global Bonds”), without interest coupons or talons, on or after a date which is expected to be 20 March 2018 upon certification as to non-U.S. beneficial ownership. The Permanent Global Bond will be exchangeable for definitive Bonds in bearer form in the denominations of £100,000 and integral multiples of £1,000 in excess thereof, up to and including £199,000 in the limited circumstances set out in it. No definitive Bonds will be issued with a denomination above £199,000. See “Summary of Provisions relating to the Bonds while in Global Form”. The Bonds will be rated Aaa by Moody’s Investors Service Limited (“Moody’s”) and AAA by Standard & Poor’s Credit Market Services Europe Limited (“Standard & Poor’s”) upon issue. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Standard & Poor’s and Moody’s are established in the European Economic Area (“EEA”) and are registered under Regulation (EU) No. 1060/2009, as amended (the “CRA Regulation”). The Bonds may not be offered, sold or delivered within the United States or to U.S. persons (“U.S. Persons”) unless the Bonds are registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or an exemption from the registration requirements under the Securities Act is available. The Bonds have not been and will not be registered under the Securities Act and are subject to U.S. tax law requirements. For a further description of certain restrictions on the offering and sale of the Bonds and on distribution of this Prospectus see “Subscription and Sale” below. Prospective investors should have regard to the factors described under the section headed “Risk Factors” in this Prospectus. This Prospectus does not describe all the risks of an investment in the Bonds. Lead Manager Co-Manager J.P. Morgan Co-Manager BofA Merrill Lynch Morgan Stanley This Prospectus comprises a prospectus for the purposes of the Prospectus Directive and for the purpose of giving information with regard to the Issuer (in its capacity as trustee of the Wellcome Trust), the Wellcome Trust, the Wellcome Trust and its subsidiaries taken as a whole (the “Group”) and the Bonds which according to the particular nature of the Issuer (in its capacity as trustee of the Wellcome Trust), the Wellcome Trust, the Group and the Bonds is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer (in its capacity as trustee of the Wellcome Trust), the Wellcome Trust and the Group and of the rights attaching to the Bonds. The Issuer (in its capacity as trustee of the Wellcome Trust) accepts responsibility for the information contained in this Prospectus. To the best of the knowledge and belief of the Issuer (in its capacity as trustee of the Wellcome Trust) (which has taken all reasonable care to ensure that such is the case), the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. This Prospectus is to be read in conjunction with all the documents incorporated herein by reference (see “Documents Incorporated by Reference”). This Prospectus shall be read and construed on the basis that such documents are incorporated in, and form part of, this Prospectus. Neither this Prospectus nor any other information supplied in connection with the offering of the Bonds (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as an offer of, or an invitation by or on behalf of the Issuer (in its capacity as trustee of the Wellcome Trust), the Wellcome Trust or the Managers (as defined in “Subscription and Sale” below) to subscribe or purchase any of the Bonds. The distribution of this Prospectus and the offering of the Bonds in certain jurisdictions may be restricted by law. Persons into whose possession this Prospectus comes are required by the Issuer (in its capacity as trustee of the Wellcome Trust), the Wellcome Trust and the Managers to inform themselves about and to observe any such restrictions. For a description of further restrictions on offers and sales of Bonds and distribution of this Prospectus see “Subscription and Sale” below. No person is authorised to give any information or to make any representation not contained in this Prospectus and any information or representation not so contained must not be relied upon as having been authorised by or on behalf of the Issuer (in its capacity as trustee of the Wellcome Trust), the Wellcome Trust, Citicorp Trustee Company Limited as trustee in respect of the Bonds (the “Trustee”) or the Managers. Neither the delivery of this Prospectus nor any sale made in connection herewith shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuer (in its capacity as trustee of the Wellcome Trust) or the Wellcome Trust since the date hereof or the date upon which this Prospectus has been most recently amended or supplemented or that there has been no adverse change in the financial position of the Issuer (in its capacity as trustee of the Wellcome Trust) or the Wellcome Trust since the date hereof or the date upon which this Prospectus has been most recently amended or supplemented or that the information contained in it is correct as of any time subsequent to the date indicated in the document containing the same. MIFID II product governance / Professional investors and ECPs only target market – Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the Bonds has led to the conclusion that: (i) the target market for the Bonds is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Bonds to eligible counterparties and professional clients are appropriate.
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