OFFERING CIRCULAR WPP Finance 2013
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FINAL VERSION OFFERING CIRCULAR WPP Finance 2013 (incorporated with unlimited liability in England and Wales) and WPP Finance 2016 (incorporated with unlimited liability in England and Wales) and WPP Finance 2017 (incorporated with unlimited liability in England and Wales) and WPP Finance S.A. (a société anonyme established under the laws of the Republic of France) and WPP Finance Deutschland GmbH (incorporated under the laws of Germany) EUR 6,000,000,000 Euro Medium Term Note Programme unconditionally and irrevocably guaranteed by WPP plc (incorporated with limited liability in Jersey) and WPP 2005 Limited (incorporated with limited liability in England and Wales) and WPP Jubilee Limited (incorporated with limited liability in England and Wales) Under this EUR 6,000,000,000 Euro Medium Term Note Programme (the Programme), WPP Finance 2013, WPP Finance 2016, WPP Finance 2017, WPP Finance S.A. or WPP Finance Deutschland GmbH (each an Issuer and together, the Issuers) may from time to time issue notes (the Notes) denominated in any currency agreed between the relevant Issuer and each relevant Dealer (as defined below). The payments of all amounts due in respect of the Notes will be unconditionally and irrevocably guaranteed by WPP plc, WPP 2005 Limited and WPP Jubilee Limited (each a Guarantor and together, the Guarantors). The obligations of the Guarantors are contained in the Trust Deed. The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not at any time exceed EUR 6,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement described herein), subject to increase as described herein. The Notes may be issued on a continuing basis to one or more of the Dealers specified under "Overview of the Programme" and any additional Dealer appointed under the Programme from time to time by the Issuers (each a Dealer and together the Dealers), which appointment may be for a specific issue or on an ongoing basis. References in this Offering Circular to the relevant Dealer shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes. An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see "Risk Factors". This offering circular (the Offering Circular) has not been approved as a prospectus for the purposes of the Prospectus Directive. When used in this Offering Circular, Prospectus Directive means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in a relevant Member State of the European Economic Area (the EEA). This Offering Circular has been approved by the Irish Stock Exchange plc (the Irish Stock Exchange). Application has been made to the Irish Stock Exchange for the Notes issued under the Programme to be admitted to the Irish Stock Exchange’s Official List and trading on its Global Exchange Market for a period of 12 months from the date of this Offering Circular. This Offering Circular constitutes a "Listing Particulars" for the purposes of the admission of the Notes to the Irish Stock Exchange's Official List and to trading on the Global Exchange Market and, for such purposes, does not constitute a "prospectus" for the purposes of the Prospectus Directive. The Irish Stock Exchange’s Global Exchange Market is not a regulated market for the purposes of Directive 2004/39/EC (the Markets in Financial Instruments Directive). The Programme provides that Notes may be unlisted or listed on such other or further stock exchange(s) as may be agreed between the relevant Issuer, the Guarantors and the relevant Dealer and as specified in the applicable pricing supplement document (the Pricing Supplement). However, this Offering Circular has not been approved as a base prospectus for the purposes of the Prospectus Directive and, accordingly, no offer to the public may be made and no admission to trading may be applied for on any market in the EEA designated as a regulated market, in each case for the purposes of the Prospectus Directive. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which is applicable to each Tranche (as defined under "Terms and Conditions of the Notes") of Notes will be set out in the Pricing Supplement which with respect to Notes to be admitted to the Official List and to trading on the Global Exchange Market of the Irish Stock Exchange, will be delivered to the Irish Stock Exchange on or before the date of issue of the Notes of such Tranche. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act) or any U.S. State securities laws and are subject to United States tax law requirements. The Notes may not be offered or sold in the United States or to, or for the account or the benefit of, U.S. persons as defined in Regulation S under the Securities Act unless an exemption from the registration requirements of the Securities Act is available and in accordance with all applicable securities laws of any state of the United States and any other jurisdiction. The Programme has been rated BBB by Standard & Poor's Credit Market Services France SAS (S&P) and is expected to be rated Baa2 by Moody's Investors Service Ltd. (Moody's). Tranches of Notes issued under the Programme may be rated or unrated by either or both of the rating agencies referred to above. Where a Tranche of Notes is rated, such rating will be disclosed in the Pricing Supplement and will not necessarily be the same as the rating assigned to the Programme by the relevant rating agency. A security 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. Arranger HSBC Dealers Bank of China Barclays BNP PARIBAS BofA Merrill Lynch Citigroup Commerzbank Goldman Sachs International HSBC ING J.P. Morgan 2 NatWest Markets SMBC Nikko Wells Fargo Securities The date of this Offering Circular is 6 November 2017. 3 IMPORTANT INFORMATION This Offering Circular does not constitute a "prospectus" for the purposes of the Prospectus Directive. Notes may only be issued under this Programme in circumstances where no prospectus is required to be published under the Prospectus Directive (see the "Subscription and Sale" section of this Offering Circular). Each of the Issuers and the Guarantors accept responsibility for the information contained in this Offering Circular. To the best of the knowledge of each of the Issuers and the Guarantors (each having taken all reasonable care to ensure that such is the case) the information contained in this Offering Circular is in accordance with the facts and does not omit anything likely to affect the import of such information. This Offering Circular is to be read in conjunction with all documents which are deemed to be incorporated in it by reference (see "Documents Incorporated by Reference"). This Offering Circular shall be read and construed on the basis that those documents are incorporated and form part of this Offering Circular. None of the Dealers, the Trustee or the Agents (as defined below) have independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Arranger, the Dealers, the Trustee or the Agents as to the accuracy or completeness of the information contained or incorporated in this Offering Circular or any other information provided by the Issuers or the Guarantors in connection with the Programme or the issue or sale of Notes under the Programme. None of the Dealers, the Trustee or the Agents accepts any liability in relation to the information contained or incorporated by reference in this Offering Circular or any other information provided by the Issuers or the Guarantors in connection with the Programme or the issue or sale of Notes under the Programme. No person is or has been authorised by the Issuers, the Guarantors, any of the Dealers, the Trustee or the Agents to give any information or to make any representation not contained in or not consistent with this Offering Circular or any other information supplied in connection with the Programme or the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuers, the Guarantors, any of the Dealers, the Trustee or the Agents. Notes issued under the Programme to be admitted to the Irish Stock Exchange's Official List and trading on its Global Exchange Market will, because of their nature, normally be bought and traded by a limited number of investors who are particularly knowledgeable in investment matters. Neither this Offering Circular nor any other information supplied in connection with the Programme or any Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by the Issuers, the Guarantors, any of the Dealers, the Trustee or the Agents that any recipient of this Offering Circular or any other information supplied in connection with the Programme or any Notes should purchase any Notes. Each investor contemplating purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the relevant Issuer and/or the Guarantors. Neither this Offering Circular nor any other information supplied in connection with the Programme or the issue of any Notes constitutes an offer or invitation by or on behalf of the Issuers or the Guarantors, any of the Dealers, the Trustee or the Agents to any person to subscribe for or to purchase any Notes.