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Not for Distribution in Or Into the United States Or to Us Persons Or NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OR TO U.S. PERSONS OR OTHERWISE THAN TO PERSONS TO WHOM IT CAN LAWFULLY BE DISTRIBUTED IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached prospectus. You are advised to read this disclaimer carefully before accessing, reading or making any other use of the attached prospectus. In accessing the attached prospectus, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from us as a result of such access. Confirmation of Your Representation: You have accessed the attached prospectus on the basis that you have confirmed your representation to The Chancellor Masters and Scholars of the University of Oxford (the "Issuer") and J.P. Morgan Securities plc (the "Lead Manager") that (1) you are a "Qualified Investor" (within the meaning of Article 2(1)(e) of Directive 2003/71/EC, as amended) if in the European Economic Area, (2) you are outside the United States and are not a U.S. Person, as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act"), nor acting on behalf of a U.S. Person and, to the extent you purchase the securities described in the attached prospectus, you will be doing so pursuant to Regulation S under the Securities Act, (3) the electronic mail address to which the attached prospectus has been delivered is not located in the United States of America (including the States and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction; and its possessions include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands and (4) you consent to delivery of the attached prospectus and any amendments or supplements thereto by electronic transmission. The attached prospectus has been made available to you in electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently none of the Issuer, the Lead Manager and their respective affiliates, directors, officers, employees, representatives and agents or any other person controlling the Issuer, the Lead Manager or any of their respective affiliates accepts any liability or responsibility whatsoever in respect of any discrepancies between the document distributed to you in electronic format and the hard copy version. We will provide a hard copy version to you upon request. Restrictions: The attached prospectus is being furnished in connection with an offering exempt from registration under the Securities Act solely for the purpose of enabling a prospective investor to consider the purchase of the securities described therein. Nothing in this electronic transmission constitutes an offer of securities for sale in the United States or to any U.S. Person. ANY SECURITIES TO BE ISSUED HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS SUCH TERMS ARE DEFINED IN REGULATION S UNDER THE SECURITIES ACT) UNLESS REGISTERED UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION. YOU ARE NOT AUTHORISED TO AND YOU MAY NOT FORWARD OR DELIVER THE ATTACHED PROSPECTUS, ELECTRONICALLY OR OTHERWISE, TO ANY OTHER PERSON OR REPRODUCE SUCH PROSPECTUS IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT AND THE ATTACHED PROSPECTUS IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. No action has been or will be taken in any jurisdiction by the Lead Manager or the Issuer that would, or is intended to, permit a public offering of the securities, or possession or distribution of the prospectus (in proof or final form) or any other offering or publicity material relating to the securities, in any country or jurisdiction where action for that purpose is required. If a jurisdiction requires that the offering be made by a licensed broker or dealer and any of the Lead Manager or any affiliate of the Lead Manager is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the Lead Manager or such affiliate on behalf of the Issuer in such jurisdiction. The attached prospectus is being distributed only to and directed only at (i) in Member States of the European Economic Area, persons who are Qualified Investors, (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, or (iii) those persons to whom it may otherwise lawfully be distributed (all such persons together being referred to as "relevant persons"). The attached prospectus is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which the attached prospectus relates is available only to relevant persons and will be engaged in only with relevant persons. You are reminded that you have accessed the attached prospectus on the basis that you are a person into whose possession the attached prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not nor are you authorised to deliver this document, electronically or otherwise, to any other person. If you have gained access to this document contrary to the foregoing restrictions, you will be unable to purchase any of the securities described therein. If you received this document by e-mail, you should not reply by e-mail to this announcement and you may not purchase any securities by doing so. Any reply e-mail communications, including those you generate by using the "Reply" function on your e-mail software, will be ignored or rejected. If you receive this document by e-mail, your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. PROSPECTUS DATED 06 DECEMBER 2017 The Chancellor Masters and Scholars of the University of Oxford (incorporated as a civil corporation established under common law) £750,000,000 2.544 per cent. Bonds due 2117 The issue price of the £750,000,000 2.544 per cent. Bonds due 2117 (the "Bonds") of The Chancellor Masters and Scholars of the University of Oxford (the "Issuer") is 100 per cent. of their principal amount. Unless previously redeemed or cancelled, the Bonds will be redeemed at their principal amount on 8 December 2117. The Bonds are subject to redemption, in whole but not in part, at their principal amount at the option of the Issuer at any time in the event of certain changes affecting taxation in the United Kingdom. The Bonds may also be redeemed at any time at the option of the Issuer, in whole or in part, at the Redemption Price (as defined in "Terms and Conditions of the Bonds—Condition 5(c)—Redemption at the option of the Issuer"). See "Terms and Conditions of the Bonds—Redemption and Purchase". The Bonds will bear interest from the Issue Date (as defined below) at the rate of 2.544 per cent. per annum payable annually in arrear on 8 December in each year commencing on 8 December 2018. Payments on the Bonds will be made in sterling without deduction for or on account of taxes imposed or levied by the United Kingdom to the extent described under "Terms and Conditions of the Bonds—Condition 7— Taxation". Applications have been made to the United Kingdom Financial Conduct Authority (the "FCA") in its capacity as competent authority under Part VI of the Financial Services and Markets Act 2000 (the "FSMA") for the Bonds to be admitted to listing on the official list of the FCA (the "Official List") and to the London Stock Exchange plc (the "London Stock Exchange") for the Bonds to be admitted to trading on the Regulated Market of the London Stock Exchange. The Regulated Market of the London Stock Exchange is a regulated market for the purposes of Directive 2004/39/EC on markets in financial instruments. The Bonds have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act") and are subject to United States tax law requirements. The Bonds are being offered outside the United States by the Lead Manager (as defined in "Subscription and Sale") in accordance with Regulation S under the Securities Act ("Regulation S"), and may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Bonds will be in bearer form and in the denominations of £100,000 and higher integral multiples of £1,000 (up to and including £199,000). The Bonds will initially be in the form of a temporary global bond (the "Temporary Global Bond"), without interest coupons, which will be deposited on or around 8 December 2017 (the "Issue Date") with a common safekeeper for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking S.A.
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