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 Regulation. When used in this Offering Circular, Prospectus Regulation means
Regulation (EU) 2017/1129. This Offering Circular has been approved by the Irish Stock Exchange plc, trading as Euronext Dublin (Euronext Dublin). Application has been made to Euronext Dublin for the Notes issued under the Programme to be admitted to Euronext Dublin'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 Euronext Dublin'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 Regulation. Euronext Dublin's Global Exchange Market is not a regulated market for the purposes of Directive 2014/65/EU (as amended, MiFID II).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 Regulation 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 Regulation. 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 Euronext Dublin, will be delivered to Euronext Dublin 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 S&P Global Ratings Europe Limited (S&P) and is expected to be rated Baa2 by Moody's Investors Service Ltd. (Moody's). Each of S&P and Moody's is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation). As such, each of S&P and Moody's is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website (at http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA Regulation. 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 Barclays BNP PARIBAS BofA Securities Citigroup Commerzbank Goldman Sachs International HSBC ING J.P. Morgan NatWest Markets SMBC Nikko Wells Fargo Securities
The date of this Offering Circular is 5 November 2019.
IMPORTANT INFORMATION
This Offering Circular does not constitute a "prospectus" for the purposes of the Prospectus Regulation. Notes may only be issued under this Programme in circumstances where no prospectus is required to be published under the Prospectus Regulation (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 this Offering Circular 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 Euronext Dublin'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.
Neither the delivery of this Offering Circular nor the offering, sale or delivery of any Notes shall in any circumstances imply that the information contained in it concerning the Issuers and/or the Guarantors is correct at any time subsequent to its date or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date indicated in the document containing the same. The Dealers and the Trustee expressly do not undertake to review the financial condition or affairs of the Issuers or the Guarantors during the life of the Programme or to advise any investor in Notes issued under the Programme of any information coming to their attention.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS – If the Pricing Supplement in respect of any Notes includes a legend entitled "Prohibition of Sales to EEA Retail Investors", the Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97 (the Insurance Distribution Directive), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the PRIIPs Regulation) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
MiFID II PRODUCT GOVERNANCE / TARGET MARKET – The Pricing Supplement in respect of any Notes may include a legend entitled "MiFID II product governance" which will outline the target market assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a distributor) should take into consideration the target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product Governance rules under EU Delegated Directive 2017/593 (the MiFID Product Governance Rules), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID Product Governance Rules.
SINGAPORE PRODUCT CLASSIFICATION Notification under Section 309B(1)(c) of the Securities and Futures Act (Chapter 289) of Singapore, as modified or amended from time to time (the SFA) – Unless otherwise stated in the Pricing Supplement, all Notes issued or to be issued under the Programme shall be prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
IMPORTANT INFORMATION RELATING TO THE USE OF THIS OFFERING CIRCULAR AND OFFERS OF NOTES GENERALLY
This Offering Circular does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of this Offering Circular and the offer or sale of Notes may be restricted by law in certain jurisdictions. None of the Issuers, the Guarantors, any of the Dealers, the Trustee or the Agents represents that this Offering Circular may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Issuers, the Guarantors, any of the Dealers, the Trustee or the Agents which is intended to permit a public offering of any Notes or distribution of this Offering Circular in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Offering Circular nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Offering Circular or any Notes may come must inform themselves about, and observe, any such restrictions on the distribution of this Offering Circular and the offering and sale of Notes. In particular, there are restrictions on the distribution of this Offering Circular and the offer or sale of Notes in the United States, the EEA (including the United Kingdom and France), Jersey and Japan, see "Subscription and Sale".
This Offering Circular has been prepared on the basis that any offer of Notes in any Member State of the EEA must be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of Notes. Accordingly, any person making or intending to make an offer of Notes in that Member State may only do so in circumstances in which no obligation arises for any Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation, in each case, in relation to such offer. None of the Issuers or Dealers has authorised, nor do they authorise, the making of any offer of Notes in circumstances in which an obligation arises for any Issuer or any Dealer to publish or supplement a prospectus for such offer.
SUITABILITY OF INVESTMENT
The Notes may not be a suitable investment for all investors. Each potential investor in the Notes must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor may wish to consider, either on its own or with the help of its financial and other professional advisers, whether it:
(a) has sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks of investing in the Notes and the information contained or incorporated by reference in this Offering Circular or any applicable supplement to this Offering Circular;
(b) has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Notes and the impact the Notes will have on its overall investment portfolio;
(c) has sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes, including Notes with principal or interest payable in one or more currencies, or where the currency for principal or interest payments is different from the potential investor's currency;
(d) understands thoroughly the terms of the Notes and is familiar with the behaviour of any relevant indices and financial markets; and
(e) is able to evaluate possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.
Legal investment considerations may restrict certain investments. The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (1) Notes are legal investments for it, (2) Notes can be used as collateral for various types of borrowing and (3) other restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of Notes under any applicable risk-based capital or similar rules.
EBITDA and Net Assets Coverage of the Guarantors
The table below provides a breakdown of the Issuers', Guarantors' and non-Guarantors' EBITDA and net assets reconciled to the EBITDA and net assets of WPP plc and its subsidiaries (together the Group) for the year ended 31 December 2018. Net assets and the financial information used to compile EBITDA have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union (IFRS), although EBITDA itself is not a defined measure under IFRS. The "Adjustments" column contains consolidation adjustments. Year ended 31 December 2018 (unaudited) Issuers Guarantors Adjustments Non- Group guarantors £m % £m % £m % £m % £m % EBITDA -24.8 -1.1% 132.2 5.7 -211.8 -9.2% 2,415. 104.6 2,311.1 100.0 5 Net 29.5 0.3% 20,036.9 204.3 -26,722.9 -272.5% 16,46 167.9 9,806.6 100.0
assets 3.1
Note: EBITDA represents Headline EBITDA, as defined on page 171 of the Group's 2017 Annual Report & Accounts.
Including adjustments, no Guarantor accounts for over 20 per cent. of the Group's consolidated EBITDA or net assets.
PRESENTATION OF INFORMATION
In this Offering Circular, all references to:
U.S. dollars, U.S.$ and $ refer to United States dollars;
Sterling and £ refer to pounds sterling; and
euro and € refer to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty on the Functioning of the European Union, as amended.
CONTENTS
Clause Page
Overview of the Programme ...... 9 Risk Factors ...... 15 Documents Incorporated by Reference ...... 26 Form of the Notes ...... 28 Applicable Pricing Supplement ...... 30 Terms and Conditions of the Notes ...... 45 Use of Proceeds ...... 82 Description of the Issuers ...... 83 Description of the Guarantors ...... 89 Taxation ...... 97 Subscription and Sale ...... 106 General Information ...... 110
STABILISATION
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the Stabilisation Manager(s) (or persons acting on behalf of any Stabilisation Manager(s)) in the applicable Pricing Supplement may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, stabilisation may not necessarily occur. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may cease at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of Notes. Any stabilisation action or over-allotment must be conducted by the relevant Stabilisation Manager(s) (or persons acting on behalf of any Stabilisation Manager(s)) in accordance with all applicable laws and rules.
OVERVIEW OF THE PROGRAMME
The following overview does not purport to be complete and is taken from, and is qualified in its entirety by, the remainder of this Offering Circular and, in relation to the terms and conditions of any particular Tranche of Notes, the applicable Pricing Supplement.
Words and expressions defined in "Form of the Notes" and "Terms and Conditions of the Notes" shall have the same meanings in this Overview.
WPP Finance 2013 Issuers: WPP Finance 2016 WPP Finance 2017 WPP Finance S.A. WPP Finance Deutschland GmbH
Guarantors: WPP plc, WPP 2005 Limited and WPP Jubilee Limited
Description: Euro Medium Term Note Programme
Arranger: HSBC Bank plc Barclays Bank Ireland PLC Dealers: Barclays Bank PLC BNP Paribas BofA Securities Europe SA Citigroup Global Markets Europe AG Citigroup Global Markets Limited Commerzbank Aktiengesellschaft Goldman Sachs International HSBC Bank plc ING Bank N.V. J.P. Morgan Securities plc Merrill Lynch International NatWest Markets Plc SMBC Nikko Capital Markets Europe GmbH SMBC Nikko Capital Markets Limited Wells Fargo Securities International Limited
The Issuers may from time to time terminate the appointment of any Dealer under the Programme Agreement or appoint additional Dealers either in respect of one or more Tranches or in respect of the whole Programme.
Risk Factors: There are certain factors that may affect each of the Issuer's ability to fulfil its obligations under Notes issued under the Programme. There are also certain factors that may affect the ability each of the Guarantors to fulfil its respective obligations under the Notes Guarantee. In addition, there are certain factors which are material for the purpose of assessing the market risks associated with Notes issued under the Programme and risks relating to the structure of a particular Series of Notes issued under the programme. All of these are set out under "Risk Factors".
Certain Restrictions: Each issue of Notes denominated in a currency in respect of which particular laws, guidelines, regulations, restrictions or reporting requirements apply will only be issued in circumstances which comply with such laws, guidelines,
regulations, restrictions or reporting requirements from time to time (see "Subscription and Sale").
Notes having a maturity of less than one year
Notes having a maturity of less than one year will, if the proceeds of the issue are accepted in the United Kingdom, constitute deposits for the purposes of the prohibition on accepting deposits contained in section 19 of the Financial Services and Markets Act 2000 (FSMA) unless they are issued to a limited class of professional investors and have a denomination of at least £100,000 or its equivalent in other currencies, see "Subscription and Sale".
Issuing and Principal Paying Agent: Citibank, N.A., London Branch
Trustee: Citicorp Trustee Company Limited
Programme Size: Up to EUR 6,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement) outstanding at any time. The Issuers and the Guarantors may increase the amount of the Programme in accordance with the terms of the Programme Agreement.
Distribution: Notes may be distributed by way of private or public placement and in each case on a syndicated or non-syndicated basis.
Currencies: Subject to any applicable legal or regulatory restrictions, notes may be denominated in any currency agreed between the relevant Issuer, the Guarantors and the relevant Dealer.
Maturities: The Notes will have such maturities as may be agreed between the relevant Issuer and the relevant Dealer, subject to such minimum or maximum maturities as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the relevant Issuer or the relevant Specified Currency.
Issue Price: Notes may be issued on a fully-paid or a partly-paid basis and at an issue price which is at par or at a discount to, or premium over, par.
Form of Notes: The Notes will be issued in bearer form as described in "Form of the Notes". Each Tranche of Notes will be represented on issue by a Temporary Global Note if (i) definitive Notes are to be made available to Noteholders following the expiry of 40 days after their issue date or (ii) such Notes have an initial maturity of more than one year and are being issued in compliance with TEFRA D (as defined below), otherwise such Tranche will be represented by a Permanent Global Note.
Fixed Rate Notes: Fixed interest will be payable on such date or dates as may be agreed between the relevant Issuer and the relevant Dealer and on redemption and will be calculated on the basis of such Day Count Fraction as may be agreed between the relevant Issuer and the relevant Dealer.
Floating Rate Notes: Floating Rate Notes will bear interest at a rate determined:
(a) on the same basis as the floating rate under a notional interest rate swap transaction in the relevant Specified Currency governed by an agreement incorporating the 2006 ISDA Definitions (as published by the International Swaps and Derivatives Association, Inc., and as amended and updated as at the Issue Date of the first Tranche of the Notes of the relevant Series); or
(b) by reference to LIBOR, EURIBOR or such other reference rate set out in the applicable Pricing Supplement,
in each case as adjusted for any applicable margin.
Interest on Floating Rate Notes in respect of each Interest Period, as agreed prior to issue by the relevant Issuer and the relevant Dealer, will be payable on such Interest Payment Dates, and will be calculated on the basis of such Day Count Fraction, as may be agreed between the relevant Issuer and the relevant Dealer.
The margin (if any) relating to such floating rate will be agreed between the relevant Issuer and the relevant Dealer for each Series of Floating Rate Notes.
Floating Rate Notes may also have a maximum interest rate, a minimum interest rate or both.
Zero Coupon Notes: Zero Coupon Notes will be offered and sold at a discount to their nominal amount and will not bear interest.
Other types of Notes: The Issuers may issue Notes which are Index Linked Notes, Dual Currency Notes, Partly Paid Notes or Notes redeemable in one or more instalments.
Index Linked Notes: Payments of principal in respect of Index Linked Redemption Notes or of interest in respect of Index Linked Interest Notes will be calculated by reference to such index and/or formula or to changes in the prices of securities or commodities or to such other factors as the relevant Issuer and the relevant Dealer may agree.
Dual Currency Notes: Payments (whether in respect of principal or interest and whether at maturity or otherwise) in respect of Dual Currency Notes will be made in such currencies, and based on such rates of exchange, as the relevant Issuer and the relevant Dealer may agree.
Partly Paid Notes: The Issuers may issue Notes in respect of which the issue price is paid in separate instalments in such amounts and on such dates as the relevant Issuer and the relevant Dealer may agree.
Notes redeemable in instalments: The Issuers may issue
Notes which may be redeemed in separate instalments in such amounts and on such dates as the relevant Issuer and the relevant Dealer may agree.
The relevant Issuer and the Guarantors may agree with any Dealer and the Trustee that Notes may be issued in a form not contemplated by the terms and conditions (the Conditions) of the Notes, in which event the relevant provisions will be included in the applicable Pricing Supplement.
Redemption: The applicable Pricing Supplement will indicate either that the relevant Notes cannot be redeemed prior to their stated maturity (other than in specified instalments, if applicable, or for taxation reasons or following an Event of Default) or that such Notes will be redeemable at the option of (i) the relevant Issuer pursuant to Condition 7.3 (Redemption at the option of the Issuer (Issuer Call)) and/or Condition 7.4 (Redemption at par at the option of the Issuer (Issuer Par Call)) and/or (ii) the Noteholders pursuant to Condition 7.5 (Redemption at the option of the Noteholders (Investor Put)) and/or Condition 7.6 (Redemption at the option of the Noteholders on a change of control (Change of Control Put)), in each case upon giving not less than the minimum period of notice nor more than the maximum period of notice (as set out in the applicable Pricing Supplement) to the Noteholders or the relevant Issuer, as the case may be, on a date or dates specified prior to such stated maturity and at a price or prices and on such other terms as may be agreed between the relevant Issuer and the relevant Dealer.
Notes having a maturity of less than one year are subject to restrictions on their denomination and distribution, see "Certain Restrictions Notes having a maturity of less than one year" above.
Denomination of Notes: The Notes will be issued in such denominations as may be agreed between the relevant Issuer and the relevant Dealer save that the minimum denomination of each Note will be such amount as may be allowed or required from time to time by the relevant central bank (or equivalent body) or any laws or regulations applicable to the relevant Specified Currency, see "Certain Restrictions Notes having a maturity of less than one year" above, and save that the minimum denomination of each Note will be €100,000 (or, if the Notes are denominated in a currency other than euro, the equivalent amount in such currency).
Taxation: All payments of principal, interest and premium by or on behalf of the Issuers or any of the Guarantors in respect of the Notes, Receipts and Coupons or under the Guarantees will be made without withholding or deduction for or on account of taxes, duties, assessments or governmental charges imposed, levied, collected, withheld or assessed by any Tax Jurisdiction as provided in Condition 8, unless such withholding or deduction is required by law. In the event that any such withholding or deduction is made, the relevant Issuer or, as the case may be, the Guarantors will, save in certain limited
circumstances provided in Condition 8, be required to pay additional amounts to cover the amounts so withheld or deducted.
Negative Pledge: The terms of the Notes will contain a negative pledge provision as further described in Condition 4.
Cross Default: The terms of the Notes will contain a cross default provision as further described in Condition 10.
Status of the Notes: The Notes will constitute (subject to Condition 4) unsecured obligations of the Issuers and will at all times rank pari passu and without preference among themselves. The payment obligations of the Issuers under the Notes will, save for such exceptions as may be provided by applicable legislation and subject to Condition 4, at all times rank at least equally with all its other present and future unsecured and unsubordinated obligations.
Notes Guarantee: The Notes will be unconditionally and irrevocably guaranteed by the Guarantors. The obligations of each Guarantor (the Notes Guarantee) will be joint and several and will constitute (subject to Condition 4) unsecured obligations of those Guarantors. The payment obligations of the Guarantors under the Notes Guarantee will, save for such exceptions as may be provided by applicable legislation and subject to Condition 4, at all times rank at least equally with all their respective other present and future unsecured and unsubordinated obligations.
Rating: The Programme has been rated BBB by S&P and is expected to be rated Baa2 by Moody's. A Series of Notes issued under the Programme may be rated or unrated. Where a Series of Notes is rated, such rating will be disclosed in the applicable Pricing Supplement and will not necessarily be the same as the ratings assigned to the Programme. 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.
Listing: Application has been made for Notes issued under the Programme to be admitted to the Official List of Euronext Dublin and to trading on the Global Exchange Market of Euronext Dublin. Euronext Dublin's Global Exchange Market is not a regulated market for the purposes of MiFID II.
Notes may be listed or admitted to trading, as the case may be, on other or further stock exchanges or markets agreed between the relevant Issuer and the relevant Dealer in relation to the Series listed or admitted, as the case may be, on other or further stock exchange(s) or markets (other than in respect of an admission to trading on any market in the EEA which has been designated as a regulated market for the purposes of the Prospectus Regulation). Notes which are neither listed nor admitted to trading on any market may also be issued.
Please note that any Notes issued on an unlisted basis may be subject to withholding tax in the United Kingdom.
The applicable Pricing Supplement will state whether or not the relevant Notes are to be listed and/or admitted to trading and, if so, on which stock exchanges and/or markets.
Governing Law: The Notes and any non-contractual obligations arising out of or in connection with the Notes will be governed by, and shall be construed in accordance with, English law.
Selling Restrictions: There are restrictions on the offer, sale and transfer of the Notes in the United States, the EEA (including the United Kingdom and France), Jersey and Japan and such other restrictions as may be required in connection with the offering and sale of a particular Tranche of Notes, see "Subscription and Sale".
United States Selling Restrictions: Regulation S, Category 2.
The Notes will be issued in compliance with U.S. Treasury Regulation §1.163-5(c)(2)(i)(D) (or any successor rules in substantially the same form that are applicable for purposes of Section 4701 of the U.S. Internal Revenue Code of 1986, as amended (the Code)) (TEFRA D) unless (i) the applicable Pricing Supplement states that Notes are issued in compliance with U.S. Treasury Regulation §1.163-5(c)(2)(i)(C) (or any successor rules in substantially the same form that are applicable for purposes of Section 4701 of the Code) (TEFRA C) or (ii) the Notes are issued other than in compliance with TEFRA D or TEFRA C but in circumstances in which the Notes will not constitute "registration required obligations" under the United States Tax Equity and Fiscal Responsibility Act of 1982 (TEFRA), which circumstances will be referred to in the applicable Pricing Supplement as a transaction to which TEFRA is not applicable.
RISK FACTORS
In purchasing Notes, investors assume the risk that each Issuer and the Guarantors may become insolvent or otherwise be unable to make all payments due in respect of the Notes. There is a wide range of factors which individually or together could result in each Issuer and the Guarantors becoming unable to make all payments due. It is not possible to identify all such factors or to determine which factors are most likely to occur, as each Issuer and the Guarantors may not be aware of all relevant factors and certain factors which they currently deem not to be material may become material as a result of the occurrence of events outside each Issuer's and the Guarantors' control. Each Issuer and the Guarantors have identified in this Offering Circular a number of factors which could materially adversely affect their businesses and ability to make payments due.
In addition, factors which are material for the purpose of assessing the market risks associated with Notes issued under the Programme are also described below.
Prospective investors should also read the detailed information set out elsewhere in this Offering Circular and reach their own views prior to making any investment decision.
(A) FACTORS THAT MAY AFFECT THE ISSUERS' ABILITY TO FULFIL THEIR RESPECTIVE OBLIGATIONS UNDER NOTES ISSUED UNDER THE PROGRAMME
The Issuers and their businesses
Each of the Issuers is a finance entity whose only business is or will be to act as a finance subsidiary of WPP plc, which may include lending the proceeds of any funding undertaken by it to WPP plc and/or its subsidiaries and equity contributions to other members of the Group. The Issuers have no assets other than the amount representing the proceeds of their issued and paid-up share capital, fees (if any) payable to them in connection with any funding undertaken or entry into other obligations from time to time and any investment or on-loan made by them of the proceeds of any funding undertaken to WPP plc and/or to other members of the Group. Therefore, each of the Issuers is dependent on payments from other members of the Group to pay amounts due under the Notes and is subject to all risks to which WPP plc or other members of the Group to whom loans are made by the Issuers are subject, to the extent that such risks could limit WPP plc's or such other member of the Group's ability to satisfy in full and on a timely basis its obligations under such loan. There is also a risk that any investments or equity contributions made by any of the Issuers with the proceeds of any Notes may not generate sufficient returns to satisfy the relevant Issuer's obligations under the Notes.
(B) FACTORS THAT MAY AFFECT THE GUARANTORS' ABILITY TO FULFIL THEIR RESPECTIVE OBLIGATIONS UNDER THE NOTES GUARANTEE
The Group competes for clients in a highly competitive and evolving industry
The communications services industry is highly competitive. The Group's competitors include multinational advertising and marketing communication groups, regional and national marketing services companies, database marketing, information and measurement, social media and professional services and consultants and consulting internet companies. Service agreements with clients are generally terminable by the client on 90 days' notice and many clients put their business up for competitive review from time to time. The ability to attract new clients and to retain or increase the amount of work from existing clients may be impacted by a failure by the Group to react quickly enough to changes in the market and to evolve its organisational structure and by loss of reputation and may also be limited by client policies on conflicts of interest. Clients moving their accounts to another agency on relatively short notice, choosing another agency over the Group, taking work in-house or placing restrictions on an agency representing competing accounts or product lines could have a material adverse effect on the Group's market share and its business, revenues, results of operations, financial condition or prospects. The global economy continues to be volatile with uncertainties such as those caused by Brexit in the UK and Europe and technological disruption from disintermediators. In the past clients
have responded to weak economic and financial conditions by reducing or shifting their marketing budgets which are easier to reduce in the short term than their other operating expenses.
The Group receives a significant portion of its revenues from a limited number of large clients
A relatively small number of clients contribute a significant percentage of the Group's consolidated revenues. The Group's ten largest clients accounted for 14.4 per cent. of revenues in the year ended 31 December 2018. The Group's clients are generally able to reduce advertising and marketing spend, terminate contracts or cancel projects on short notice. There can be no assurance that all of the Group's clients will continue to utilise the Group's services to the same extent, or at all, in the future. A significant reduction in spend by, or the loss of one or more of, the Group's largest clients, if not replaced by new client accounts or an increase in business from existing clients, could have a material adverse effect on the business, revenues, results of operations, financial condition or prospects of the Group.
The Group is subject to strict data protection and privacy legislation in the various jurisdictions in which it operates and relies extensively on information technology systems
The Group is subject to strict data protection and privacy legislation in the various jurisdictions in which it operates. Such laws regulate and restrict the Group's ability to collect and use personal information relating to consumers and other third parties, including the use of such information for marketing purposes. The Group assists its operating companies in developing principles on privacy and data protection and compliance with local laws. A Chief Privacy Officer and Data Protection Officer have been appointed at the Company and Data Protection Officers are in place at a number of Group companies. If, however, the Group fails to adequately protect data or observe privacy legislation in every instance, it may be subject to investigative or enforcement action or legal claims, and may incur fines, damages, costs, expenses or legal fees and client loss, which could have a material adverse effect on the Group's reputation and its business, revenues, results of operations, financial condition or prospects. Existing and new data protection laws, in particular the EU General Data Protection Regulation concerning user privacy, use of personal information, consent and online tracking, may restrict some of the Group's activities and increase costs. The Group also relies extensively and increasingly on information technology systems and infrastructure to process and store data, including recording client information, developing new business opportunities and processing business transactions. As the Group's operations are conducted on a largely decentralised basis, with a large number of different agencies and other operating entities, the resulting size and diversity of the Group's operational systems increases the vulnerability of such systems to breakdown or malicious intrusion. A system breakdown or intrusion could also have a material adverse effect on the business, revenues, results of operations, financial condition or prospects of the Group. The Group is part way through an IT transformation project and relies on third parties for the performance of a significant portion of its worldwide information technology and operations functions. A failure to provide these functions could have an adverse effect on the Group's business.
The Group is subject to currency exchange rate fluctuations
The Group's reporting currency is pounds sterling. Given the Group's significant international operations, fluctuations in currency exchange rates affect the Group's consolidated results. The Group does not hedge the translation exposure to its earnings but does hedge the currency element of its net assets using foreign currency borrowings, cross-currency swaps and forward foreign exchange contracts. The Group seeks to maintain its borrowings in the same principal currencies as the operating currencies of its main operating units. The majority of the Group's debt is therefore denominated in U.S. dollars, pounds sterling and euros. The Group's operations conduct the majority of their activities in their own local currency and consequently the Group does not have significant transactional foreign exchange exposures in respect of these activities. Any significant cross-border trading exposures are hedged by the use of forward foreign exchange contracts. There can be no assurance, however, that the Group's hedging arrangements will fully offset the impact of fluctuations in currency exchange rates which could therefore have a material adverse effect on the Group's consolidated results.
The Group is subject to credit risk through the default of a client or other counterparty
The Group is subject to credit risk through the default of a client or other counterparty. The Group is generally paid in arrears for its services, and invoices are typically payable within 30 to 60 days. In addition, the Group commits to media and production purchases on behalf of some of its clients, either as principal or agent, depending on the client and market circumstances. A relatively small number of clients also make up a significant percentage of the Group's debtors. There can be no assurance that a significant client or clients may not at any future time file for bankruptcy, become insolvent or otherwise be unable to pay sums due. In such event, the Group may be unable to collect balances due to it on a timely basis or at all. In addition, media and production companies may look to the Group to pay amounts to which it has committed on behalf of any such clients. The damages, costs, expenses or legal fees arising from lack of payment by a significant client or other counterparty could have a material adverse effect on the business, revenues, results of operations, financial condition or prospects of the Group.
The Group is exposed to the risks associated with media trading
The Group's performance could be adversely impacted if it failed to ensure adequate procedures are in place in relation to the Group's media trading. Failure to ensure that trading activities are compliant with client obligations where relevant could adversely impact client relationships and business volumes.
The Group is highly dependent on the talent, creative abilities and technical skills of its people, senior management and other key personnel
The Group is highly dependent on the talent, creative abilities and technical skills of its people, senior management and other key personnel, including their relationships with clients. The Group operates in an intensely competitive business environment and, as with all service providers, is vulnerable to the loss of talented personnel, whether to competitors, clients or otherwise. Maintaining a globally competitive and consistent compensation policy is critical for attracting and retaining key people. There can be no assurance that the Group will be able to retain its senior management or other key personnel, or that the Group will be able to attract new personnel to support the growth of its business. The Group's business, revenues, results of operations, financial condition or prospects could be materially adversely affected if it were unable to attract and retain key personnel or talent management and succession planning for key personnel were to prove inadequate.
The Group may be subject to regulations restricting its activities or effecting changes in taxation
Changes in local or international tax rules, for example prompted by the OECD's Base Erosion and Profit Shifting project (a global initiative to improve the fairness and integrity of tax systems), changes arising from the application of existing rules, or new challenges by tax or competition authorities, for example the European Commission's State Aid investigation into the UK controlled foreign companies rules, may expose the Group to significant additional tax liabilities or impact the carrying value of the Group's deferred tax assets which would increase the future tax charge.
The Group is subject to strict anti-corruption, anti-bribery and anti-trust legislation and enforcement in the countries in which it operates
The Group operates in a number of markets where the corruption risk has been identified as high by groups such as Transparency International. The Group has a compliance programme and conducts online and in-country ethics, anti-bribery, anti-corruption and anti-trust training to raise awareness and seek compliance with the WPP Code of Business Conduct and the Anti-Bribery and Corruption Policy. There is also a confidential, independently operated helpline for WPP staff to raise any concerns, which are investigated and reported to the WPP audit committee on a regular basis. The Group also conducts anti- corruption, anti-bribery and anti-trust due diligence in relation to acquisitions and selecting and appointing suppliers. However, whilst the Group has an established programme for compliance with anti-corruption, anti-bribery and anti-trust legislation, there can be no assurance that individual breaches will be prevented or detected in every instance. If any such breach occurs, the Group may be subject to
investigative or enforcement action or legal claims, and may incur fines, damages, costs, expenses or legal fees, which could have a material adverse effect on the Group's business, revenues, results of operations, financial condition or prospects. In addition, the reputation of the Group's agencies may be materially adversely affected by the existence of any alleged breach.
The Group is subject to the laws of the U.S., the EU and other jurisdictions that impose sanctions and regulate the supply of services to certain countries
The Group must ensure that all services provided are in compliance with any sanctions restrictions imposed by the U.S., the EU and other jurisdictions. Failure to comply with these laws could expose the Group to civil and criminal penalties, including fines and the imposition of economic sanctions and reputational damage and withdrawal of banking facilities that could materially impact the Group's results.
WPP plc's consolidated financial information may be of limited use in assessing the financial position of the Guarantors
For the financial year ended 31 December 2018, companies within the Group which are not Guarantors under the Programme represented over 25 per cent. of the EBITDA and the net assets of the Group as set out in WPP plc's audited consolidated financial information as incorporated by reference in this Offering Circular. Accordingly, the consolidated financial information may be of limited use in assessing the financial position of the Guarantors.
A failure or delay to the Group's strategic plan may have an impact on the business
The Group has commenced a three-year strategic plan to return the business to growth by the end of 2021 which includes the merger of some operations, disposals including the agreement to dispose of the Kantar business and the simplification of the group structure. A failure or delay in implementing the strategic plan may have a material adverse effect on the Group's market share and its business, revenues, results of operations, financial condition or prospects.
(C) FACTORS WHICH ARE MATERIAL FOR THE PURPOSE OF ASSESSING THE MARKET RISKS ASSOCIATED WITH NOTES ISSUED UNDER THE PROGRAMME
Risks related to the structure of a particular issue of Notes
A range of Notes may be issued under the Programme. A number of these Notes may have features which contain particular risks for potential investors. Set out below is a description of the most common such features, distinguishing between factors which may occur in relation to any Notes and those which might occur in relation to certain types of Notes:
Risks applicable to all Notes
If the Issuers have the right to redeem any Notes at their option, this may limit the market value of the Notes concerned and an investor may not be able to reinvest the redemption proceeds in a manner which achieves a similar effective return.
An optional redemption feature is likely to limit the market value of Notes. During any period when the relevant Issuer may elect to redeem Notes, the market value of those Notes generally will not rise substantially above the price at which they can be redeemed. This also may be true prior to any redemption period.
The Issuers may be expected to redeem Notes when their cost of borrowing is lower than the interest rate on the Notes. At those times, an investor generally would not be able to reinvest the redemption proceeds at an effective interest rate as high as the interest rate on the Notes being redeemed and may only be able to do so at a significantly lower rate. Potential investors should consider reinvestment risk in light of other investments available at that time.
If the Notes include a feature to convert the interest basis from a fixed rate to a floating rate, or vice versa, this may affect the secondary market and the market value of the Notes concerned.
Fixed/Floating Rate Notes are Notes which bear interest at a rate that converts from a fixed rate to a floating rate, or from a floating rate to a fixed rate. Such a feature to convert the interest basis, and any conversion of the interest basis, may affect the secondary market in, and the market value of, such Notes as the change of interest basis may result in a lower interest return for Noteholders. Where the Notes convert from a fixed rate to a floating rate, the spread on the Fixed/Floating Rate Notes may be less favourable than then prevailing spreads on comparable Floating Rate Notes tied to the same reference rate. In addition, the new floating rate at any time may be lower than the rates on other Notes. Where the Notes convert from a floating rate to a fixed rate, the fixed rate may be lower than then prevailing rates on those Notes and could affect the market value of an investment in the relevant Notes.
Notes which are issued at a substantial discount or premium may experience price volatility in response to changes in market interest rates.
The market values of securities issued at a substantial discount (such as Zero Coupon Notes) or premium to their principal amount tend to fluctuate more in relation to general changes in interest rates than do prices for more conventional interest-bearing securities. Generally, the longer the remaining term of such securities, the greater the price volatility as compared to more conventional interest-bearing securities with comparable maturities.
Risks applicable to certain types of Notes
There are particular risks associated with an investment in certain types of Notes, such as Index Linked Notes and Dual Currency Notes. In particular, an investor might receive less interest than expected or no interest in respect of such Notes and may lose some or all of the principal amount invested by it.
The Issuers may issue Notes with principal or interest determined by reference to an index or formula, to changes in the prices of securities or commodities, to movements in currency exchange rates or other factors (each, a Relevant Factor). In addition, the Issuers may issue Notes with principal or interest payable in one or more currencies which may be different from the currency in which the Notes are denominated. Potential investors should be aware that:
(a) the market price of such Notes may be volatile;
(b) they may receive no interest;
(c) payment of principal or interest may occur at a different time or in a different currency than expected;
(d) they may lose all or a substantial portion of their principal;
(e) a Relevant Factor may be subject to significant fluctuations that may not correlate with changes in interest rates, currencies or other indices;
(f) if a Relevant Factor is applied to Notes in conjunction with a multiplier greater than one or contains some other leverage factor, the effect of changes in the Relevant Factor on principal or interest payable likely will be magnified; and
(g) the timing of changes in a Relevant Factor may affect the actual yield to investors, even if the average level is consistent with their expectations. In general, the earlier the change in the Relevant Factor, the greater the effect on yield.
The historical experience of an index or other Relevant Factor should not be viewed as an indication of the future performance of such Relevant Factor during the term of any Notes. Accordingly, each potential investor should consult its own financial and legal advisers about the risk entailed by an
investment in any Notes linked to a Relevant Factor and the suitability of such Notes in light of its particular circumstances.
Where Notes are issued on a partly paid basis, an investor who fails to pay any subsequent instalment of the issue price could lose all of his investment.
The Issuers may issue Notes where the issue price is payable in more than one instalment. Any failure by an investor to pay any subsequent instalment of the issue price in respect of its Notes could result in such investor losing all of its investment.
Notes which are issued with variable interest rates or which are structured to include a multiplier or other leverage factor are likely to have more volatile market values than more standard securities.
Notes with variable interest rates can be volatile investments. If they are structured to include multipliers or other leverage factors, or caps or floors, or any combination of those features or other similar related features, their market values may be even more volatile than those for securities that do not include those features.
Inverse Floating Rate Notes will have more volatile market values than conventional Floating Rate Notes.
Inverse Floating Rate Notes have an interest rate equal to a fixed rate minus a rate based upon a reference rate such as LIBOR. The market values of those Notes typically are more volatile than market values of other conventional floating rate debt securities based on the same reference rate (and with otherwise comparable terms). Inverse Floating Rate Notes are more volatile because an increase in the reference rate not only decreases the interest rate of the Notes, but may also reflect an increase in prevailing interest rates, which further adversely affects the market value of these Notes.
Regulation and Reform of "benchmarks" may adversely affect the value of Notes linked to or referencing such "benchmarks".
Interest rates and indices which are deemed to be "benchmarks" (such as, in the case of Floating Rate Notes, a Reference Rate, including the London interbank offered rate (LIBOR) and the euro interbank offered rate (EURIBOR)) are the subject of recent national and international regulatory guidance and proposals for reform. Some of these reforms are already effective whilst others are still to be implemented. These reforms may cause such benchmarks to perform differently than in the past, to disappear entirely, or have other consequences which cannot be predicted. Any such consequence could have a material adverse effect on any Notes linked to or referencing such a "benchmark".
Regulation (EU) 2016/1011 (the Benchmarks Regulation) applies, subject to certain transitional provisions to the provision of benchmarks, the contribution of input data to a benchmark and the use of a benchmark within the EU. Among other things, it (i) requires benchmark administrators to be authorised or registered (or, if non-EU-based, to be subject to an equivalent regime or otherwise recognised or endorsed) and (ii) prevents certain uses by EU supervised entities of "benchmarks" of administrators that are not authorised or registered (or, if non-EU-based, not deemed equivalent or recognised or endorsed).
The Benchmarks Regulation could have a material impact on any Notes linked to or referencing a benchmark, in particular, if the methodology or other terms of the "benchmark" are changed in order to comply with the requirements of the Benchmarks Regulation. Such changes could, among other things, have the effect of reducing, increasing or otherwise affecting the volatility of the published rate or level of the relevant benchmark.
More broadly, any of the international or national reforms, or the general increased regulatory scrutiny of benchmarks, could increase the costs and risks of administering or otherwise participating in the setting of a benchmark and complying with any such regulations or requirements.
Specifically, the sustainability of LIBOR has been questioned as a result of the absence of relevant active underlying markets and possible disincentives (including possibly as a result of benchmark
reforms) for market participants to continue contributing to such benchmarks. On 27 July 2017, and in a subsequent speech by its Chief Executive on 12 July 2018, the UK Financial Conduct Authority (FCA) confirmed that it will no longer persuade or compel banks to submit rates for the calculation of the LIBOR benchmark after 2021 (the FCA Announcements). The FCA Announcements indicated that the continuation of LIBOR on the current basis cannot and will not be guaranteed after 2021.
In addition, on 29 November 2017, the Bank of England and the FCA announced that, from January 2018, its Working Group on Sterling Risk-Free Rates has been mandated with implementing a broad- based transition to the Sterling Overnight Index Average (SONIA) over the next four years across sterling bond, loan and derivative markets, so that SONIA is established as the primary sterling interest rate benchmark by the end of 2021.
Separate workstreams are also underway in Europe to reform EURIBOR using a hybrid methodology and to provide a fallback by reference to a euro risk-free rate (based on a euro overnight risk-free rate as adjusted by a methodology to create a term rate). On 13 September 2018, the working group on euro risk-free rates recommended Euro Short-term Rate (€STR) as the new risk free rate. €STR was published by the European Central Bank (“ECB”) for the first time on 2 October 2019. In addition, on 21 January 2019, the euro risk free-rate working group published a set of guiding principles for fallback provisions in new euro denominated cash products (including bonds). The guiding principles indicate, among other things, that continuing to reference EURIBOR in relevant contracts may increase the risk to the euro area financial system.
It is not possible to predict with certainty whether, and to what extent, LIBOR and EURIBOR will continue to be supported going forwards. This may cause LIBOR and EURIBOR to perform differently than they have done in the past, and may have other consequences which cannot be predicted. Such factors may have (without limitation) the following effects on certain "benchmarks" (including LIBOR and EURIBOR): (i) discouraging market participants from continuing to administer or contribute to a benchmark; (ii) triggering changes in the rules or methodologies used in the "benchmark"; and/or (iii) leading to the disappearance of the "benchmark". Any of the above changes or any other consequential changes as a result of international or national reforms or other initiatives or investigations, could have a material adverse effect on the value of and return on any Notes linked to, referencing or otherwise dependent (in whole or in part) upon, a benchmark.
If Reference Rate Replacement is specified to be "Applicable" in the applicable Pricing Supplement, the Terms and Conditions of Notes provide for certain fallback arrangements in the event that a Benchmark Event occurs, including if an Original Reference Rate and/or any page on which an Original Reference Rate may be published, becomes unavailable, or if the Issuer, the Calculation Agent, any Paying Agent or any other party responsible for the calculation of the Rate of Interest (as specified in the applicable Pricing Supplement) are no longer permitted lawfully to calculate interest on any Notes by reference to such an Original Reference Rate under the Benchmarks Regulation or otherwise. Such fallback arrangements include the possibility that the Rate of Interest could be set by reference to a Successor Reference Rate or an Alternative Reference Rate (both as defined under the "Terms and Conditions of the Notes"), with or without the application of an Adjustment Spread (as defined under the "Terms and Conditions of the Notes") and may include amendments to the Terms and Conditions of the Notes to ensure the proper operation of the successor or replacement benchmark, all as determined by an Independent Adviser to be appointed by the Issuer (such Independent Adviser acting in good faith and in a commercially reasonable manner). No consent of the Noteholders shall be required in connection with effecting any relevant Successor Reference Rate or Alternative Reference Rate (as applicable) or any other related adjustments and/or amendments. An Adjustment Spread, if applied could be positive or negative and would be applied with a view to reducing or eliminating, to the fullest extent reasonably practicable in the circumstances, any economic prejudice or benefit (as applicable) to investors arising out of the replacement of an Original Reference Rate. However, it may not be possible to determine or apply an Adjustment Spread and even if an adjustment is applied, such Adjustment Spread may not be effective to reduce or eliminate economic prejudice to investors. If no Adjustment Spread can be determined, a Successor Reference Rate or Alternative Reference Rate may nonetheless be used to determine the Rate of Interest. The use of a Successor Reference Rate or Alternative Reference Rate (including with the application of an Adjustment Spread) will still result in any Notes linked to or
referencing an Original Reference Rate performing differently (which may include payment of a lower Rate of Interest) than they would if the Original Reference Rate were to continue to apply in its current form.
If, following the occurrence of a Benchmark Event, no Successor Reference Rate or Alternative Reference Rate is determinedi, the ultimate fallback for the purposes of calculation of the Rate of Interest for a particular Interest Period may result in the Rate of Interest for the last preceding Interest Period being used. This may result in the effective application of a fixed rate for Floating Rate Notes based on the rate which was last observed on the Relevant Screen Page. Due to the uncertainty concerning the availability of Successor Reference Rates and Alternative Reference Rates, the involvement of an Independent Adviser and the potential for further regulatory developments there is a risk that the relevant fallback provisions may not operate as intended at the relevant time.
Any such consequences could have a material adverse effect on the value of and return on any such Notes. Moreover, any of the above matters or any other significant change to the setting or existence of any relevant rate could affect the ability of the relevant Issuer to meet its obligations under the Floating Rate Notes or could have a material adverse effect on the value or liquidity of, and the amount payable under, the Floating Rate Notes. Investors should note that, in the case of Relevant Notes, the relevant Independent Adviser will have discretion to adjust the relevant Successor Reference Rate or Alternative Reference Rate (as applicable) in the circumstances described above. Any such adjustment could have unexpected commercial consequences and there can be no assurance that, due to the particular circumstances of each Noteholder, any such adjustment will be favourable to each Noteholder.
Investors should consider all of these matters when making their investment decision with respect to the relevant Floating Rate Notes.
Risks related to Notes generally
Set out below is a description of material risks relating to the Notes generally:
The conditions of the Notes contain provisions which may permit their modification without the consent of all investors and which confer significant discretions on the Trustee which may be exercised without the consent of the Noteholders and without regard to the individual interests of particular Noteholders
The conditions of the Notes contain provisions for calling meetings of Noteholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Noteholders, including Noteholders who did not attend and vote at the relevant meeting and Noteholders who voted in a manner contrary to the majority.
The conditions of the Notes also provide that the Trustee may, without the consent of Noteholders and without regard to the interests of particular Noteholders, agree to (i) any modification of, or to the waiver or authorisation of any breach or proposed breach of, any of the provisions of the Notes or (ii) determine without the consent of the Noteholders that any Event of Default or Potential Event of Default shall not be treated as such or (iii) the substitution of another company as principal debtor under any Notes in place of the relevant Issuer, in each case in the circumstances described in Condition 15.
The Notes may be subject to withholding taxes in circumstances where the Issuers or the Guarantors are not obliged to make gross up payments and this would result in holders receiving less interest than expected and could significantly adversely affect their return on the Notes.
U.S. Dividend Equivalent Withholding
Section 871(m) of the Code imposes a 30 per cent. withholding tax on amounts attributable to U.S. source dividends that are paid or "deemed paid" under certain financial instruments if certain conditions are met (such instruments, Specified Securities). If the Issuer or any withholding agent determines that withholding is required, neither the Issuer nor any withholding agent will be required to pay any
additional amounts with respect to amounts so withheld. Prospective investors should refer to the section "Taxation U.S. Dividend Equivalent Withholding".
For purposes of withholding under the U.S. Foreign Account Tax Compliance Act, (FATCA), Specified Securities are subject to a different grandfathering rule than other Notes. Prospective investors should refer to the section "Taxation Foreign Account Tax Compliance Act".
The Notes may be subject to taxes, charges or duties
Potential purchasers and sellers of the Notes should be aware that they may be required to pay taxes or other documentary charges or duties in accordance with the laws and practices of the country where the Notes are transferred or other jurisdictions. In some jurisdictions, no official statements of the tax authorities or court decisions may be available for financial instruments such as the Notes. Potential investors are advised not to rely upon the tax summary contained in this Offering Circular but to ask for their own tax adviser's advice on their individual taxation with respect to the acquisition, sale and redemption of the Notes. Only these advisers are in a position to duly consider the specific situation of the potential investor. This investment consideration has to be read in connection with the taxation sections of this Offering Circular.
The value of the Notes could be adversely affected by a change in English law or administrative practice
The conditions of the Notes are based on English law in effect as at the date of this Offering Circular. No assurance can be given as to the impact of any possible judicial decision or change to English law or administrative practice after the date of this Offering Circular and any such change could materially adversely impact the value of any Notes affected by it.
Investors who hold less than the minimum Specified Denomination may be unable to sell their Notes and may be adversely affected if definitive Notes are subsequently required to be issued
In relation to any issue of Notes which have denominations consisting of a minimum Specified Denomination plus one or more higher integral multiples of another smaller amount, it is possible that such Notes may be traded in amounts in excess of the minimum Specified Denomination that are not integral multiples of such minimum Specified Denomination. In such a case a holder who, as a result of trading such amounts, holds an amount which is less than the minimum Specified Denomination in his account with the relevant clearing system would not be able to sell the remainder of such holding without first purchasing a principal amount of Notes at or in excess of the minimum Specified Denomination such that its holding amounts to a Specified Denomination. Further, a holder who, as a result of trading such amounts, holds an amount which is less than the minimum Specified Denomination in his account with the relevant clearing system at the relevant time may not receive a definitive Note in respect of such holding (should definitive Notes be printed) and would need to purchase a principal amount of Notes at or in excess of the minimum Specified Denomination such that its holding amounts to a Specified Denomination.
If such Notes in definitive form are issued, holders should be aware that definitive Notes which have a denomination that is not an integral multiple of the minimum Specified Denomination may be illiquid and difficult to trade.
Risks related to the market generally
Set out below is a description of material market risks, including liquidity risk, exchange rate risk, interest rate risk and credit risk:
An active secondary market in respect of the Notes may never be established or may be illiquid and this would adversely affect the value at which an investor could sell his Notes
Notes may have no established trading market when issued, and one may never develop. If a market for the Notes does develop, it may not be liquid. Therefore, investors may not be able to sell their Notes
easily or at prices that will provide them with a yield comparable to similar investments that have a developed secondary market. This is particularly the case for Notes that are especially sensitive to interest rate, currency or market risks, are designed for specific investment objectives or strategies or have been structured to meet the investment requirements of limited categories of investors. These types of Notes generally would have a more limited secondary market and more price volatility than conventional debt securities.
If an investor holds Notes which are not denominated in the investor's home currency, he will be exposed to movements in exchange rates adversely affecting the value of his holding. In addition, the imposition of exchange controls in relation to any Notes could result in an investor not receiving payments on those Notes
The relevant Issuer will pay principal and interest on the Notes and the Guarantors will make any payments under the Notes Guarantee in the Specified Currency. This presents certain risks relating to currency conversions if an investor's financial activities are denominated principally in a currency or currency unit (the Investor's Currency) other than the Specified Currency. These include the risk that exchange rates may significantly change (including changes due to devaluation of the Specified Currency or revaluation of the Investor's Currency) and the risk that authorities with jurisdiction over the Investor's Currency may impose or modify exchange controls. An appreciation in the value of the Investor's Currency relative to the Specified Currency would decrease (i) the Investor's Currency- equivalent income on the Notes, (ii) the Investor's Currency-equivalent value of the principal payable on the Notes and (iii) the Investor's Currency-equivalent market value of the Notes.
Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate or the ability of the relevant Issuer or the Guarantors to make payments in respect of the Notes. As a result, investors may receive less interest or principal than expected, or no interest or principal.
The value of Fixed Rate Notes may be adversely affected by movements in market interest rates
Investment in Fixed Rate Notes involves the risk that if market interest rates subsequently increase above the rate paid on the Fixed Rate Notes, this will adversely affect the value of the Fixed Rate Notes.
Credit ratings assigned to the Issuers, the Guarantors or any Notes may not reflect all the risks associated with an investment in those Notes
One or more independent credit rating agencies may assign credit ratings to the Issuers, the Guarantors or a series of Notes. The rating(s) may not reflect the potential impact of all risks related to structure, market, additional factors discussed above, and other factors that may affect the value of the Notes. A credit rating is not a recommendation to buy, sell or hold securities and may be revised, suspended or withdrawn by the rating agency at any time.
In general, European regulated investors are restricted under Regulation (EC) No. 1060/2009 (as amended) (the CRA Regulation) from using credit ratings for regulatory purposes, unless such ratings are issued by a credit rating agency established in the EU and registered under the CRA Regulation (and such registration has not been withdrawn or suspended, subject to transitional provisions that apply in certain circumstances). Such general restriction will also apply in the case of credit ratings issued by non-EU credit rating agencies, unless the relevant credit ratings are endorsed by an EU-registered credit rating agency or the relevant non-EU rating agency is certified in accordance with the CRA Regulation (and such endorsement action or certification, as the case may be, has not been withdrawn or suspended, subject to transitional provisions that apply in certain circumstances). If the status of the rating agency rating the Notes changes, European regulated investors may no longer be able to use the rating for regulatory purposes and the Notes may have a different regulatory treatment. This may result in European regulated investors selling the Notes which may impact the value of the Notes and any secondary market. The list of registered and certified rating agencies published by the European Securities and Markets Authority (ESMA) on its website in accordance with the CRA Regulation is not conclusive evidence of the status of the relevant rating agency included in such list, as there may be
delays between certain supervisory measures being taken against a relevant rating agency and the publication of the updated ESMA list.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents which have previously been published or are published simultaneously with this Offering Circular and which have been approved by Euronext Dublin, or have been filed with it, shall be incorporated in, and form part of, this Offering Circular:
(a) the independent auditors' reports, separate financial statements of WPP plc (prepared in accordance with UK Generally Accepted Accounting Practice including Financial Reporting Standard 101 "Reduced Disclosure Framework" (UK GAAP)) and consolidated financial statements of WPP plc and its subsidiaries (prepared in accordance with IFRS) for each of the years ended 31 December 2017 and 31 December 2018;
(b) the independent auditors' reports and financial statements of WPP 2005 Limited (prepared in accordance with UK GAAP) for each of the years ended 31 December 2017 and 31 December 2018;
(c) the independent auditors' report, separate financial statements of WPP Jubilee Limited (prepared in accordance with UK GAAP) and consolidated financial statements of WPP Jubilee Limited and its subsidiaries (prepared in accordance with IFRS) for each of the years ended 31 December 2017 and 31 December 2018;
(d) the independent auditors' report and financial statements of WPP Finance 2013 (prepared in accordance with UK GAAP) for each of the years ended 31 December 2017 and 31 December 2018;
(e) the independent auditors' report and financial statements of WPP Finance 2016 (prepared in accordance with UK GAAP) for the year ended 31 December 2018;
(f) the independent review report and interim condensed consolidated financial statements for the six months ended 30 June 2019 of WPP plc, prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" (IAS 34);
(g) the Terms and Conditions of the Notes contained in the Offering Circular dated 5 November 2018 (at pages 45-82 inclusive);
(h) the Terms and Conditions of the Notes contained in the Offering Circular dated 6 November 2017 (at pages 44-75 inclusive);
(i) the Terms and Conditions of the Notes contained in the Offering Circular dated 8 November 2016 (at pages 39-70 inclusive);
(j) the Terms and Conditions of the Notes contained in the Offering Circular dated 4 November 2015 (at pages 40-70 inclusive);
(k) the Terms and Conditions of the Notes contained in the Offering Circular dated 14 November 2014 (at pages 40-70 inclusive); and
(l) the Terms and Conditions of the Notes contained in the Offering Circular dated 11 November 2013 (at pages 39-69 inclusive).
Any statement contained herein or in a document which is deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purpose of this Offering Circular to the extent that a subsequent statement which is deemed to be incorporated by reference herein or contained herein modifies or supersedes such earlier statement (whether expressly, by implication or otherwise) provided, however, that such statement shall only form part of the Offering Circular to the extent that it is contained in a document, all or the relevant part of which is incorporated by reference by way of a supplement prepared in accordance with the requirements of Euronext Dublin. Any statement so
modified or superseded shall not, except as so modified or superseded, constitute part of this Offering Circular.
Copies of documents incorporated by reference in this Offering Circular can be obtained from the registered office of the Issuers and the Guarantors and from the specified office of the Paying Agent for the time being.
Any documents themselves incorporated by reference in the documents incorporated by reference in this Offering Circular shall not form part of this Offering Circular.
In addition, the Issuers and the Guarantors will, in the event that they become aware that: (i) there is a significant change affecting any matter contained in the Offering Circular; or (ii) a significant new matter arises, the inclusion of information in respect of which would have been so required if it had arisen at the time when the Offering Circular was prepared, prepare a supplement to this Offering Circular. Any such supplement will be published in accordance with the requirements of Euronext Dublin.
FORM OF THE NOTES
Each Tranche of Notes will be in bearer form and will initially be issued in the form of a temporary global note (a Temporary Global Note) or, if so specified in the applicable Pricing Supplement, a permanent global note (a Permanent Global Note and, together with a Temporary Global Note, each a Global Note) which, in either case, will:
(a) if the Global Notes are intended to be issued in new global note (NGN) form, as stated in the applicable Pricing Supplement, be delivered on or prior to the original issue date of the Tranche to a common safekeeper (the Common Safekeeper) for Euroclear Bank SA/NV (Euroclear) and Clearstream Banking S.A. (Clearstream, Luxembourg); and
(b) if the Global Notes are not intended to be issued in NGN form, be delivered on or prior to the original issue date of the Tranche to a common depositary (the Common Depositary) for Euroclear and Clearstream, Luxembourg.
Where the Global Notes issued in respect of any Tranche are in NGN form, the applicable Pricing Supplement will also indicate whether or not such Global Notes are intended to be held in a manner which would allow Eurosystem eligibility. Any indication that the Global Notes are to be so held does not necessarily mean that the Notes of the relevant Tranche will be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations by the Eurosystem either upon issue or at any times during their life as such recognition depends upon satisfaction of the Eurosystem eligibility criteria. The Common Safekeeper for NGNs will either be Euroclear or Clearstream, Luxembourg or another entity approved by Euroclear and Clearstream, Luxembourg.
Whilst any Note is represented by a Temporary Global Note, payments of principal, interest (if any) and any other amount payable in respect of the Notes due prior to the Exchange Date (as defined below) will be made (against presentation of the Temporary Global Note if the Temporary Global Note is not intended to be issued in NGN form) only to the extent that certification (in a form to be provided) to the effect that the beneficial owners of interests in the Temporary Global Note are not U.S. persons or persons who have purchased for resale to any U.S. person, as required by U.S. Treasury regulations, has been received by Euroclear and/or Clearstream, Luxembourg and Euroclear and/or Clearstream, Luxembourg, as applicable, has given a like certification (based on the certifications it has received) to the Principal Paying Agent.
On and after the date (the Exchange Date) which is 40 days after a Temporary Global Note is issued, interests in such Temporary Global Note will be exchangeable (free of charge) upon a request as described therein either for (i) interests in a Permanent Global Note of the same Series or (ii) definitive Notes of the same Series with, where applicable, receipts, interest coupons and talons attached (as indicated in the applicable Pricing Supplement), in each case against certification of beneficial ownership as described above unless such certification has already been given. The holder of a Temporary Global Note will not be entitled to collect any payment of interest, principal or other amount due on or after the Exchange Date unless, upon due certification, exchange of the Temporary Global Note for an interest in a Permanent Global Note or for definitive Notes is improperly withheld or refused.
Payments of principal, interest (if any) or any other amounts on a Permanent Global Note will be made through Euroclear and/or Clearstream, Luxembourg (against presentation or surrender (as the case may be) of the Permanent Global Note if the Permanent Global Note is not intended to be issued in NGN form) without any requirement for certification.
The applicable Pricing Supplement will specify that a Permanent Global Note will be exchangeable (free of charge), in whole but not in part, for definitive Notes with, where applicable, receipts, interest coupons and talons attached only upon the occurrence of an Exchange Event. For these purposes, Exchange Event means that (i) an Event of Default (as defined in Condition 10) has occurred and is continuing, (ii) the relevant Issuer has been notified that both Euroclear and Clearstream, Luxembourg
have been closed for business for a continuous period of 14 days (other than by reason of holiday, statutory or otherwise) or have announced an intention permanently to cease business or have in fact done so and no successor clearing system satisfactory to the Trustee is available or (iii) the relevant Issuer has or will become subject to adverse tax consequences which would not be suffered were the Notes represented by the Permanent Global Note in definitive form and a certificate to such effect signed by two Directors of the relevant Issuer is given to the Trustee. The relevant Issuer will promptly give notice to Noteholders in accordance with Condition 14 if an Exchange Event occurs. In the event of the occurrence of an Exchange Event, Euroclear and/or Clearstream, Luxembourg (acting on the instructions of any holder of an interest in such Permanent Global Note) or the Trustee may give notice to the Principal Paying Agent requesting exchange and, in the event of the occurrence of an Exchange Event as described in (iii) above, the relevant Issuer may also give notice to the Principal Paying Agent requesting exchange. Any such exchange shall occur not later than 45 days after the date of receipt of the first relevant notice by the Principal Paying Agent.
The following legend will appear on all Notes (other than Temporary Global Notes), receipts, interest coupons and talons relating to such Notes where TEFRA D is specified in the applicable Pricing Supplement:
"ANY UNITED STATES PERSON WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(j) AND 1287(a) OF THE INTERNAL REVENUE CODE."
The sections referred to provide that United States holders, with certain exceptions, will not be entitled to deduct any loss on Notes, receipts, interest coupons and talons and will not be entitled to capital gains treatment in respect of any gain on any sale, disposition, redemption or payment of principal in respect of such Notes, receipts, interest coupons and talons.
Notes which are represented by a Global Note will only be transferable in accordance with the rules and procedures for the time being of Euroclear or Clearstream, Luxembourg, as the case may be.
General
Pursuant to the Agency Agreement (as defined under "Terms and Conditions of the Notes"), the Principal Paying Agent shall arrange that, where a further Tranche of Notes is issued which is intended to form a single Series with an existing Tranche of Notes at a point after the Issue Date of the further Tranche, the Notes of such further Tranche shall be assigned a common code and ISIN which are different from the common code and ISIN assigned to Notes of any other Tranche of the same Series until such time as the Tranches are consolidated and form a single Series, which shall not be prior to the expiry of the distribution compliance period (as defined in Regulation S under the Securities Act) applicable to the Notes of such Tranche.
Any reference herein to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in the applicable Pricing Supplement.
No Noteholder, Receiptholder or Couponholder shall be entitled to proceed directly against the Issuers or the Guarantors unless the Trustee, having become bound so to proceed, fails so to do within a reasonable period and the failure shall be continuing.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (EEA). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, MiFID II); or (ii) a customer within the meaning of Directive (EU) 2016/97, (the Insurance Distribution Directive), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the PRIIPs Regulation) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
[MiFID II PRODUCT GOVERNANCE / TARGET MARKET – [appropriate target market legend to be included]]
[Notification under Section 309B(1)(c) of the Securities and Futures Act (Chapter 289) of Singapore (the "SFA") – The Notes are [prescribed capital markets products]/[capital markets products other than prescribed capital markets products] (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and [Excluded Investment Products]/[Specified Investment Products] (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).]
APPLICABLE PRICING SUPPLEMENT
Set out below is the form of Pricing Supplement which will be completed for each Tranche of Notes issued under the Programme.
[Date]
[WPP Finance 2013][WPP Finance 2016][WPP Finance 2017][WPP Finance S.A.][WPP Finance Deutschland GmbH]
Legal entity identifier (LEI): [WPP Finance 2013: 549300L84EKSLWWPGI24/ WPP Finance 2016: 54930075XV07BV32MP65/ WPP Finance 2017: 549300IYY97T872E8L21/ WPP Finance S.A.: 549300KWN0W6L03WNN80/ WPP Finance Deutschland GmbH: 549300187TP95ZWG8155]
Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes] Guaranteed by WPP plc, WPP 2005 Limited and WPP Jubilee Limited under the EUR 6,000,000,000 Euro Medium Term Note Programme
PART A – CONTRACTUAL TERMS
Any person making or intending to make an offer of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or to supplement a prospectus pursuant to Article 23 of the Prospectus Regulation, in each case, in relation to such offer.
This document constitutes the Pricing Supplement for the Notes described herein. This document must be read in conjunction with the Offering Circular dated 5 November 2019 [as supplemented by the supplement[s] dated [date[s]]] (the Offering Circular). Full information on the Issuer, the Guarantors and the offer of the Notes is only available on the basis of the combination of this Pricing Supplement and the Offering Circular. Copies of the Offering Circular may be obtained from [address].
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the Conditions) set forth in the Offering Circular [dated [original date] which are incorporated by reference in the Offering Circular].1
[Include whichever of the following apply or specify as "Not Applicable". Note that the numbering should remain as set out below, even if "Not Applicable" is indicated for individual paragraphs or subparagraphs. Italics denote directions for completing the Pricing Supplement.]
[If the Notes have a maturity of less than one year from the date of their issue, the minimum denomination may need to be £100,000 or its equivalent in any other currency.]
[When completing this Pricing Supplement or adding any other terms and conditions or information, consideration should be given as to whether such terms or information constitute a significant change affecting any matter contained in the Offering Circular or a significant new matter, the inclusion of information in respect of which would have been so required if it had arisen at the time when the Offering Circular was prepared and consequently trigger the need for a supplement to the Offering Circular under the rules of Euronext Dublin.]
1. (a) Issuer: [WPP Finance 2013] [WPP Finance 2016] [WPP Finance 2017] [WPP Finance S.A.] [WPP Finance Deutschland GmbH]
(b) Guarantors: WPP plc WPP 2005 Limited WPP Jubilee Limited
2. (a) Series Number: [ ]
(b) Tranche Number: [ ]
(c) Date on which the Notes will The Notes will be consolidated and form a single be consolidated and form a Series with [identify earlier Tranches] on [the Issue single Series: Date/the date that is 40 days after the Issue Date/exchange of the Temporary Global Note for interests in the Permanent Global Note, as referred to in paragraph 26 below, which is expected to occur on or about [date]][Not Applicable]
3. Specified Currency or Currencies: [ ]
4. Aggregate Nominal Amount:
(a) Series: [ ]
(b) Tranche: [ ]
5. Issue Price: [ ] per cent. of the Aggregate Nominal Amount [plus accrued interest from [insert date] (if applicable)]
6. (a) Specified Denominations: [ ]
1 Only include this language where it is a fungible issue and the original Tranche was issued under an Offering Circular with a different date.
(b) Calculation Amount (in [ ] relation to calculation of (If only one Specified Denomination, insert the interest in global form see Specified Denomination. If more than one Specified Conditions): Denomination, insert the highest common factor. Note: There must be a common factor in the case of two or more Specified Denominations.)
7. (a) Issue Date: [ ]
(b) Interest Commencement Date: [specify/Issue Date/Not Applicable] (N.B. An Interest Commencement Date will not be relevant for certain Notes, for example Zero Coupon Notes.)
8. Maturity Date: [Specify date or for Floating rate notes - Interest Payment Date falling in or nearest to [specify month and year]]
9. Interest Basis: [[ ] per cent. Fixed Rate] [[specify Reference Rate] +/- [ ] per cent. Floating Rate] [Zero Coupon] [Index Linked Interest] [Dual Currency Interest] [specify other] (further particulars specified below)
10. Redemption/Payment Basis: [Redemption at par] [Index Linked Redemption] [Dual Currency Redemption] [Partly Paid] [Instalment] [specify other]
11. Change of Interest Basis or [Specify details of any provision for change of Notes Redemption/Payment Basis: into another Interest Basis or Redemption/Payment Basis][Not Applicable]
12. Put/Call Options: [Investor Put] [Change of Control Put] [Issuer Call] [Issuer Par Call] [(further particulars specified below)] [Not Applicable]
13. (a) Status of the Notes: [Senior]
(b) Status of the Notes Guarantee: [Senior]
(c) [Date [Board] approval for [ ] [and [ ], respectively]] issuance of Notes [and Notes (N.B. Only relevant where Board (or similar) Guarantee] obtained: authorisation is required for the particular tranche of Notes or related Notes Guarantee)
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14. Fixed Rate Note Provisions [Applicable/Not Applicable]
(If not applicable, delete the remaining subparagraphs of this paragraph)
(a) Rate(s) of Interest: [ ] per cent. per annum payable in arrear on each Interest Payment Date
(b) Interest Payment Date(s): [ ] in each year up to and including the Maturity Date (Amend appropriately in the case of irregular coupons)
(c) Fixed Coupon Amount(s) [ ] per Calculation Amount for Notes in definitive form ( in relation to Notes in global form see Conditions): (d) Broken Amount(s) [[ ] per Calculation Amount, payable on the Interest for Notes in definitive form ( Payment Date falling [in/on] [ ]][Not Applicable] in relation to Notes in global form see Conditions):
(e) Day Count Fraction: [30/360/Actual/Actual (ICMA)/specify other]
(f) [Determination Date(s): [[ ] in each year][Not Applicable] (Only relevant where Day Count Fraction is Actual/Actual (ICMA). In such a case, insert regular interest payment dates, ignoring issue date or maturity date in the case of a long or short first or last coupon)]
(g) Interest Rate Adjustment: [Applicable/Not Applicable]
(h) Other terms relating to the [None/Give details] method of calculating interest for Fixed Rate Notes:
15. Floating Rate Note Provisions [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph)
(a) Specified Period(s)/Specified [ ] [, subject to adjustment in accordance with Interest Payment Dates: the Business Day Convention set out in (b) below /, not subject to any adjustment, as the Business Day Convention in (b) below is specified to be Not Applicable]
(b) Business Day Convention: [Floating Rate Convention/Following Business Day Convention/Modified Following Business Day Convention/ Preceding Business Day Convention/[specify other]] [Not Applicable]
(c) Additional Business Centre(s): [ ]
(d) Manner in which the Rate of [Screen Rate Determination/ISDA Interest and Interest Amount is Determination/specify other] to be determined:
(e) Party responsible for [ ] calculating the Rate of Interest
and Interest Amount (if not the Agent):
(f) Screen Rate Determination:
Reference Rate: [ ] month [LIBOR/EURIBOR/specify other Reference Rate]. (Either LIBOR, EURIBOR or other, although additional information is required if other, including fallback provisions in the Agency Agreement)
Relevant Time: [ ] (11.00 am London time if LIBOR, 11.00 am Brussels time if EURIBOR)
Interest Determination [ ] Date(s): (Second London business day prior to the start of each Interest Period if LIBOR (other than Sterling or euro LIBOR), first day of each Interest Period if Sterling LIBOR and the second day on which the TARGET2 System is open prior to the start of each Interest Period if EURIBOR or euro LIBOR)
Relevant Screen Page: [ ] (In the case of EURIBOR, if not Reuters EURIBOR01 ensure it is a page which shows a composite rate or amend the fallback provisions appropriately)
Reference Rate [Applicable/Not Applicable] Replacement:
(g) ISDA Determination:
Floating Rate Option: [ ]
Designated Maturity: [ ]
Reset Date: [ ] (In the case of a LIBOR or EURIBOR based option, the first day of the Interest Period)
(h) Margin(s): [+/-] [ ] per cent. per annum
(i) Minimum Rate of Interest: [ ] per cent. per annum
(j) Maximum Rate of Interest: [ ] per cent. per annum
(k) Day Count Fraction: [Actual/Actual (ISDA)][Actual/Actual] [Actual/365 (Fixed)] [Actual/365 (Sterling)] [Actual/360] [30/360][360/360][Bond Basis] [30E/360][Eurobond Basis] [30E/360 (ISDA)] [Other]
(l) Interest Rate Adjustment: [Applicable/Not Applicable]
(m) Fallback provisions, rounding [ ] provisions and any other terms relating to the method of calculating interest on Floating Rate Notes, if different from those set out in the Conditions:
16. Zero Coupon Note Provisions [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph)
(a) Accrual Yield: [ ] per cent. per annum
(b) Reference Price: [ ]
(c) Any other formula/basis of [ ] determining amount payable for Zero Coupon Notes:
(d) Day Count Fraction in relation [30/360] to Early Redemption Amounts: [Actual/360] [Actual/365]
17. Index Linked Interest Note [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph)
(a) Index/Formula: [give or annex details]
(b) Calculation Agent [give name]
(c) Party responsible for [ ] calculating the Rate of Interest (if not the Calculation Agent) and Interest Amount (if not the Agent):
(d) Provisions for determining [need to include a description of market disruption or Coupon where calculation by settlement disruption events and adjustment reference to Index and/or provisions] Formula is impossible or impracticable:
(e) Specified Period(s)/Specified [ ] Interest Payment Dates:
(f) Business Day Convention: [Floating Rate Convention/Following Business Day Convention/Modified Following Business Day Convention/Preceding Business Day Convention/specify other]
(g) Additional Business Centre(s): [ ]
(h) Minimum Rate of Interest: [ ] per cent. per annum
(i) Maximum Rate of Interest: [ ] per cent. per annum
(j) Day Count Fraction: [ ]
(k) Interest Rate Adjustment: [Applicable/Not Applicable]
18. Dual Currency Interest Note Provisions [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph)
(a) Rate of Exchange/method of [give or annex details] calculating Rate of Exchange:
(b) Party, if any, responsible for [ ] calculating the principal and/or interest due (if not the Agent):
(c) Provisions applicable where [need to include a description of market disruption or calculation by reference to settlement disruption events and adjustment Rate of Exchange impossible provisions] or impracticable:
(d) Person at whose option [ ] Specified Currency(ies) is/are payable:
(e) Interest Rate Adjustment: [Applicable/Not Applicable]
PROVISIONS RELATING TO REDEMPTION
19. Notice periods for Condition 7.2: Minimum period: [30] days Maximum period: [60] days
20. Issuer Call: [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph)
(a) Optional Redemption Date(s): [date]/[Any date from and including [date] to but excluding [date]]
(b) Optional Redemption Amount [[ ] per Calculation Amount/ specify other/see and method, if any, of Appendix] [Spens Amount][Make Whole Redemption calculation of such amount(s): Amount]
[(If Spens Amount or Make Whole Redemption Amount is selected, include items (i) to (v) below or relevant options as are set out in the Conditions)]
(i) Redemption Margin: [ ] per cent.
(ii) Reference Bond: [ ]
(iii) Quotation Time: [ ]
(iv) Reference [ ] Government Bond Dealers:
(v) Reference Date: [ ]/[as per the Conditions]
(c) If redeemable in part:
(i) Minimum Redemption [ ] Amount:
(ii) Maximum [ ] Redemption Amount:
(d) Notice periods: Minimum period: [15] days Maximum period: [30] days (N.B. When setting notice periods, the Issuer is advised to consider the practicalities of distribution of information through intermediaries, for example, clearing systems (which require a minimum of 5 clearing system business days' notice for a call) and custodians, as well as any other notice requirements which may apply, for example, as between the Issuer and the Agent or Trustee)
21. Issuer Par Call: [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph)
(a) Issuer Par Call Date: [ ]
(b) If redeemable in part:
(i) Minimum Redemption [ ] Amount:
(ii) Maximum [ ] Redemption Amount
(c) Notice periods: Minimum period: [15] days Maximum period: [30] days (When setting notice periods, the Issuer is advised to consider the practicalities of distribution of information through intermediaries, for example, clearing systems (which require a minimum of 5 clearing system business days' notice for a call) and custodians, as well as any other notice requirements which may apply, for example, as between the Issuer and the Principal Paying Agent or Trustee)
22. Investor Put: [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph)
(a) Optional Redemption Date(s): [ ]
(b) Optional Redemption Amount [[ ] per Calculation Amount/specify other/see and method, if any, of Appendix] calculation of such amount(s):
(c) Notice periods: Minimum period: [15] days Maximum period: [30] days (N.B. When setting notice periods, the Issuer is advised to consider the practicalities of distribution of information through intermediaries, for example, clearing systems (which require a minimum of 15 clearing system business days' notice for a put) and custodians, as well as any other notice requirements which may apply, for example, as between the Issuer and the Agent or Trustee)
23. Change of Control Put: [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph)
(a) Optional Redemption Amount: [ ] per Calculation Amount
(b) Notice periods: Minimum period: [ ] days Maximum period: [ ] days (N.B. When setting notice periods, the Issuer is advised to consider the practicalities of distribution of information through intermediaries, for example, clearing systems (which require a minimum of 15 clearing system business days' notice for a put) and custodians, as well as any other notice requirements which may apply, for example, as between the Issuer and the Agent or Trustee)
24. Final Redemption Amount: [[ ] per Calculation Amount/specify other/see Appendix]
25. Early Redemption Amount payable on [[ ] per Calculation Amount/specify other/see redemption for taxation reasons or on Appendix] event of default and/or the method of (N.B. If the Final Redemption Amount is 100 per cent. calculating the same (if required): of the nominal value (i.e. par), the Early Redemption Amount is likely to be par (but consider). If, however, the Final Redemption Amount is other than 100 per cent. of the nominal value, consideration should be given as to what the Early Redemption Amount should be.)
GENERAL PROVISIONS APPLICABLE TO THE NOTES
26. Form of Notes:
(a) Form: [Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes only upon an Exchange Event]
[Temporary Global Note exchangeable for Definitive Notes on or after the Exchange Event] [Permanent Global Note exchangeable for Definitive Notes only upon an Exchange Event]
(b) New Global Note: [Yes][No]
27. Additional Financial Centre(s): [Not Applicable/give details]
(Note that this paragraph relates to the date of payment and not the end dates of Interest Periods for the purposes of calculating the amount of interest, to which sub-paragraphs 15(c) and 17(g) relate)
28. Talons for future Coupons to be [Yes, as the Notes have more than 27 coupon attached to Definitive Notes: payments, Talons may be required if, on exchange into definitive form, more than 27 coupon payments are still to be made/No]
29. Details relating to Partly Paid Notes: [Not Applicable/give details. N.B. A new form of amount of each payment comprising Temporary Global Note and/or Permanent Global the Issue Price and date on which each Note may be required for Partly Paid issues] payment is to be made and consequences of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment.
30. Details relating to Instalment Notes: [Applicable/Not Applicable] (If not applicable, delete the remaining subparagraphs of this paragraph)
(a) Instalment Amount(s): [give details]
(b) Instalment Date(s): [give details]
31. Other terms or special conditions: [Not Applicable/give details]
(When adding any other terms and conditions consideration should be given as to whether such terms and conditions constitute a significant change affecting any matter contained in the Offering Circular or a significant new matter, the inclusion of information in respect of which would have been so required if it had arisen at the time when the Offering Circular was prepared and consequently trigger the need for a supplement to the Offering Circular under the rules of Euronext Dublin.)
DISTRIBUTION
32. Method of distribution: [Syndicated/Non-syndicated]
33. If syndicated, names of Managers: [Not Applicable/give names]
34. Stabilisation Manager(s) (if any): [Not Applicable/give name]
35. If non-syndicated, name of relevant [Not Applicable/give name] Dealer:
36. U.S. Selling Restrictions: Reg. S Compliance Category 2; [TEFRA D/TEFRA C/TEFRA not applicable]
37. Additional selling restrictions: [Not Applicable/give details]
(Additional selling restrictions are only likely to be relevant for certain structured Notes, such as
commodity-linked Notes)
38. Additional U.S. Federal Income Tax [The Notes are [not] Specified Securities for purposes Considerations of Section 871(m) of the U.S. Internal Revenue Code of 1986.] [Additional information regarding the application of Section 871(m) to the Notes will be available from [give names(s) and address(es) of Issuer contact].] [As at the date of this Pricing Supplement, the Issuer has not determined whether the Notes are Specified Securities for purposes of Section 871(m) of the U.S. Internal Revenue Code of 1986; however, indicatively it considers that they will [not] be Specified Securities for these purposes. This is indicative information only, subject to change, and if the Issuer's final determination is different then it will give notice of such determination. Further information regarding the application of Section 871(m) to the Notes will be available (provide appropriate contact details or location of such information.)]2
[(The Notes will not be Specified Securities if they (i) are issued prior to January 2021 and provide a return that differs by more than a de minimis amount from the return on an investment in any referenced U.S. equity (including any U.S. equity that is a component of a referenced index) or (ii) do not reference any U.S. equity or any index that contains any component U.S. equity or otherwise provide direct or indirect exposure to U.S. equities. If the Notes are issued on or after January 1, 2019 and reference a U.S. equity or an index that contains a component U.S. equity or otherwise provide direct or indirect exposure to U.S. equities, further analysis would be required.)]
RESPONSIBILITY
The Issuer and the Guarantors accept responsibility for the information contained in this Pricing Supplement. [[Relevant third party information] has been extracted from [specify source]. The Issuer and each of the Guarantors confirms that such information has been accurately reproduced and that, so far as it is aware and is able to ascertain from information published by [specify source], no facts have been omitted which would render the reproduced information inaccurate or misleading.]
Signed on behalf of [WPP Finance 2013][WPP Signed on behalf of WPP plc: Finance 2016][WPP Finance 2017][WPP Finance S.A.][WPP Finance Deutschland GmbH]: By: ...... By: ...... Duly authorised Duly authorised
Signed on behalf of WPP 2005 Limited: Signed on behalf of WPP Jubilee Limited:
2 This formulation to be used if the Issuer has not made a determination regarding whether the Notes are Specified Securities as of the date of the Pricing Supplement.
By: ...... By: ...... Duly authorised Duly authorised
PART B – OTHER INFORMATION
1. LISTING
(i) Admission to trading: [Application [has been made/is expected to be made] by the Issuer (or on its behalf) for the Notes to be admitted the Official List of Euronext Dublin and trading on the Global Exchange Market with effect from [ ].]
[Not Applicable]
(specify any other listing if applicable – note this must not be a regulated market)
(ii) Estimate of total expenses [ ] related to admission to trading:
2. RATINGS
Ratings: [The Notes to be issued [[have been]/[are expected to be]] rated]/[The following ratings reflect ratings assigned to Notes of this type issued under the Programme generally]:
[insert details] by [insert the legal name of the relevant credit rating agency entity(ies)]. (The above disclosure is only required if the ratings of the Notes are different to those stated in the Offering Circular)
3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
[Save for any fees [of [insert relevant fee disclosure]] payable to the [Managers/Dealers], so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. The [Managers/Dealers] and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and the Guarantors and their affiliates in the ordinary course of business - Amend as appropriate if there are other interests]
4. YIELD (Fixed Rate Notes only)
Indication of yield: [ ]
The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.
5. OPERATIONAL INFORMATION
(i) ISIN: [ ]
(ii) Common Code: [ ]
(iii) CFI: [See/[[include code]3 , as updated, as set out on] the website of the Association of National Numbering Agencies (ANNA) or alternatively sourced from the responsible National Numbering Agency that assigned the ISIN/Not Applicable/Not Available]
(iv) FISN: [See/[[include code]4 , as updated, as set out on] the website of the Association of National Numbering Agencies (ANNA) or alternatively sourced from the responsible National Numbering Agency that assigned the ISIN/Not Applicable/Not Available]
(If the CFI and/or FISN is not required, requested or available, it/they should be specified to be "Not Applicable")
(v) Any clearing system(s) other [Not Applicable/give name(s) and number(s)] than Euroclear and Clearstream, Luxembourg and the relevant identification number(s):
(vi) Delivery: Delivery [against/free of] payment
(vii) Names and addresses of [ ] additional Paying Agent(s) (if any):
(viii) Deemed delivery of clearing Any notice delivered to Noteholders through the system notices for the purposes clearing systems will be deemed to have been given of Condition 14: on the [second] [business] day after the day on which it was given to Euroclear and Clearstream, Luxembourg.
(ix) Intended to be held in a [Yes. Note that the designation "yes" simply means manner which would allow that the Notes are intended upon issue to be deposited Eurosystem eligibility: with one of the ICSDs as common safekeeper and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.]/
[No. Whilst the designation is specified as "no" at the date of this Pricing Supplement, should the Eurosytem eligibility criteria be amended in the future such that the Notes are capable of meeting them the Notes may then be deposited with one of the ICSDs as common safekeeper. Note that this does not necessarily mean that the Notes will then be recognised as eligible collateral for Eurosystem monetary policy and intra
3 The actual code should only be included where the issuer is comfortable that it is correct. 4 The actual code should only be included where the issuer is comfortable that it is correct.
day credit operations by the Eurosystem at any time during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.]
(x) Prohibition of Sales to EEA [Applicable/Not Applicable] retail Investors: (If the Notes clearly do not constitute "packaged" products, "Not Applicable" should be specified. If the Notes may constitute "packaged" products and no KID will be prepared, "Applicable" should be specified.)
TERMS AND CONDITIONS OF THE NOTES
The following are the terms and conditions of the Notes which will be incorporated by reference into each Global Note (as defined below) and each definitive Note, in the latter case only if permitted by the relevant stock exchange or other relevant authority (if any) and agreed by the relevant Issuer and the relevant Dealer at the time of issue but, if not so permitted and agreed, such definitive Note will have endorsed thereon or attached thereto such terms and conditions. The applicable Pricing Supplement in relation to any Tranche of Notes may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with the following terms and conditions, replace or modify the following terms and conditions for the purpose of such Notes. The applicable Pricing Supplement (or the relevant provisions thereof) will be endorsed upon, or attached to, each Global Note and definitive Note. Reference should be made to "Applicable Pricing Supplement" for a description of the content of the applicable Pricing Supplement which will specify which of such terms are to apply in relation to the relevant Notes.
This Note is one of a Series (as defined below) of Notes issued by 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 and, for the purposes of these Conditions, such of them as is named in the applicable Pricing Supplement as the Issuer) constituted by a Trust Deed (such Trust Deed as modified and/or supplemented and/or restated from time to time, the Trust Deed) dated 5 November 2018 made between the Issuers, WPP plc, WPP 2005 Limited and WPP Jubilee Limited as guarantors (each a Guarantor and together, the Guarantors) and Citicorp Trustee Company Limited (the Trustee, which expression shall include any successor as Trustee).
References herein to the Notes shall be references to the Notes of this Series and shall mean:
(a) in relation to any Notes represented by a global Note (a Global Note), units of each Specified Denomination in the Specified Currency;
(b) any Global Note; and
(c) any definitive Notes issued in exchange for a Global Note.
The Notes, the Receipts (as defined below) and the Coupons (as defined below) have the benefit of an Agency Agreement (such Agency Agreement as amended and/or supplemented and/or restated from time to time, the Agency Agreement) dated 5 November 2018 and made between the Issuers, the Guarantors, the Trustee, Citibank, N.A., London Branch as principal paying agent (the Principal Paying Agent, which expression shall include any successor principal paying agent) and the other paying agents named therein (together with the Principal Paying Agent, the Paying Agents, which expression shall include any additional or successor paying agents). The Principal Paying Agent and the Paying Agents are, together referred to as the Agents.
The final terms for this Note (or the relevant provisions thereof) are set out in Part A of the Pricing Supplement and may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with these Conditions, replace or modify these Conditions for the purposes of this Note. References to the applicable Pricing Supplement are, unless otherwise stated, to Part A of the Pricing Supplement (or the relevant provisions thereof) attached to or endorsed on this Note.
Interest bearing definitive Notes have interest coupons (Coupons) and, in the case of Notes which, when issued in definitive form, have more than 27 interest payments remaining, talons for further Coupons (Talons) attached on issue. Any reference herein to Coupons or coupons shall, unless the context otherwise requires, be deemed to include a reference to Talons or talons. Definitive Notes repayable in instalments have receipts (Receipts) for the payment of the instalments of principal (other than the final instalment) attached on issue. Global Notes do not have Receipts, Coupons or Talons attached on issue.
The Trustee acts for the benefit of the holders for the time being of the Notes (the Noteholders, which expression shall, in relation to any Notes represented by a Global Note, be construed as provided below),
the holders of the Receipts (the Receiptholders) and the holders of the Coupons (the Couponholders, which expression shall, unless the context otherwise requires, include the holders of the Talons), in accordance with the provisions of the Trust Deed.
As used herein, Tranche means Notes which are identical in all respects (including as to listing and admission to trading) and Series means a Tranche of Notes together with any further Tranche or Tranches of Notes which are (a) expressed to be consolidated and form a single series and (b) identical in all respects (including as to listing and admission to trading) except for their respective Issue Dates, Interest Commencement Dates and/or Issue Prices.
Copies of the Trust Deed and the Agency Agreement are available for inspection during normal business hours at the principal office for the time being of the Trustee being at 5 November 2018 at Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB and at the specified office of each of the Paying Agents. Copies of the applicable Pricing Supplement are available for inspection during normal business hours at the specified office of the Trustee and each of the Paying Agents only by a Noteholder holding one or more Notes provided that such Noteholder must produce evidence satisfactory to the Issuer, the Trustee and the relevant Agent as to its holding of such Notes and identity. The Noteholders, the Receiptholders and the Couponholders are deemed to have notice of, and are entitled to the benefit of, all the provisions of the Trust Deed, the Agency Agreement and the applicable Pricing Supplement which are applicable to them. The statements in these Conditions include summaries of, and are subject to, the detailed provisions of the Trust Deed and the Agency Agreement.
Words and expressions defined in the Trust Deed, the Agency Agreement or used in the applicable Pricing Supplement shall have the same meanings where used in these Conditions unless the context otherwise requires or unless otherwise stated and provided that, in the event of inconsistency between the Trust Deed and the Agency Agreement, the Trust Deed will prevail and, in the event of inconsistency between the Trust Deed or the Agency Agreement and the applicable Pricing Supplement, the applicable Pricing Supplement will prevail.
In these Conditions, euro means the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty on the Functioning of the European Union, as amended.
1. FORM, DENOMINATION AND TITLE
The Notes are in bearer form and, in the case of definitive Notes, serially numbered, in the currency (the Specified Currency) and the denominations (the Specified Denomination(s)) specified in the applicable Pricing Supplement. Notes of one Specified Denomination may not be exchanged for Notes of another Specified Denomination.
This Note may be a Fixed Rate Note, a Floating Rate Note, a Zero Coupon Note, an Index Linked Interest Note, a Dual Currency Interest Note or a combination of any of the foregoing, depending upon the Interest Basis shown in the applicable Pricing Supplement.
This Note may also be an Index Linked Redemption Note, an Instalment Note, a Dual Currency Redemption Note, a Partly Paid Note or a combination of any of the foregoing, depending upon the Redemption/Payment Basis shown in the applicable Pricing Supplement.
Definitive Notes are issued with Coupons attached, unless they are Zero Coupon Notes in which case references to Coupons and Couponholders in these Conditions are not applicable.
Subject as set out below, title to the Notes, Receipts and Coupons will pass by delivery. The Issuer, the Guarantors, the Trustee and any Agent will (except as otherwise required by law) deem and treat the bearer of any Note, Receipt or Coupon as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but, in the case of any Global Note, without prejudice to the provisions set out in the next succeeding paragraph.
For so long as any of the Notes is represented by a Global Note held on behalf of Euroclear Bank SA/NV (Euroclear) and/or Clearstream Banking S.A. (Clearstream, Luxembourg), each person (other than Euroclear or Clearstream, Luxembourg) who is for the time being shown in the records of Euroclear or of Clearstream, Luxembourg as the holder of a particular nominal amount of such Notes (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg as to the nominal amount of such Notes standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall be treated by the Issuer, the Guarantors, the Trustee and the Agents as the holder of such nominal amount of such Notes for all purposes other than with respect to the payment of principal or interest on such nominal amount of such Notes, for which purpose the bearer of the relevant Global Note shall be treated by the Issuer, the Guarantors, the Trustee and any Agent as the holder of such nominal amount of such Notes in accordance with and subject to the terms of the relevant Global Note and the expressions Noteholder and holder of Notes and related expressions shall be construed accordingly. In determining whether a particular person is entitled to a particular nominal amount of Notes as aforesaid, the Trustee may rely on such evidence and/or information and/or certification as it shall, in its absolute discretion, think fit and, if it does so rely, such evidence and/or information and/or certification shall, in the absence of manifest error, be conclusive and binding on all concerned.
Notes which are represented by a Global Note will be transferable only in accordance with the rules and procedures for the time being of Euroclear and Clearstream, Luxembourg, as the case may be. References to Euroclear and/or Clearstream, Luxembourg shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in Part B of the applicable Pricing Supplement.
2. STATUS OF THE NOTES
The Notes and Coupons constitute (subject to Condition 4) unsecured, unsubordinated obligations of the Issuer and shall at all times rank pari passu and without preference among themselves. The payment obligations of the Issuer under the Notes and Coupons shall, save for such exceptions as may be provided by applicable legislation and subject to Condition 4, at all times rank at least equally with all its other present and future unsecured and unsubordinated obligations.
3. NOTES GUARANTEE
3.1 Notes Guarantee
The Guarantors have jointly and severally unconditionally and irrevocably guaranteed the due payment of all sums expressed to be payable by the Issuer under the Trust Deed, the Notes and the Coupons. Their obligations in that respect (the Notes Guarantee) are contained in the Trust Deed.
3.2 Status of the Notes Guarantee
The obligations of each Guarantor under the Notes Guarantee constitute (subject to Condition 4) unsecured obligations of that Guarantor. The payment obligations of the Guarantors under the Notes Guarantee shall, save for such exceptions as may be provided by applicable legislation and subject to Condition 4, at all times rank at least equally with all their respective other present and future unsecured and unsubordinated obligations.
3.3 Release of a Guarantor
The Issuer may by written notice (which includes the certifications referred to below) to the Trustee signed by two directors or a director and an Authorised Signatory (as defined in the Trust Deed) of the Issuer request that a Guarantor ceases to be a Guarantor if such Guarantor is no longer providing a Guarantee in respect of any other Financial Indebtedness of the Issuer. Upon the Trustee's receipt of such notice, such Guarantor shall automatically and irrevocably be
released and relieved of any obligation under the Notes Guarantee and will cease to be a Guarantor for the purposes of these Conditions.
Such notice must also contain the following certifications upon which the Trustee can rely without liability to any person and without further enquiry:
(a) no Event of Default or Potential Event of Default (as defined in the Trust Deed) is continuing or will result from the release of that Guarantor;
(b) no part of the Financial Indebtedness in respect of which that Guarantor is or was providing a Guarantee is at that time due and payable but unpaid; and
(c) such Guarantor is not (or will cease to be simultaneously with such release) providing a Guarantee in respect of any other Financial Indebtedness of the Issuer.
If a Guarantor provides a Guarantee in respect of any other Financial Indebtedness of the Issuer at any time subsequent to the date on which it is released from the Notes Guarantee as described above, such Guarantor will be required to provide a guarantee as described in Condition 3.4.
3.4 Additional Guarantors
If at any time after the Issue Date of the first Tranche of the Notes, any Subsidiary (other than an Excluded Subsidiary) of the Issuer provides or at the time it becomes a Subsidiary is providing a Guarantee in respect of any Financial Indebtedness of the Issuer, the Issuer covenants that it shall procure that such Subsidiary shall at or prior to the date of the giving of such Guarantee, or at the time it so becomes a Subsidiary and is providing such a Guarantee, execute and deliver a supplemental trust deed to the Trustee, such supplemental trust deed to be in a form and with substance reasonably satisfactory to the Trustee, and accompanied by such opinion(s) as the Trustee shall require pursuant to which such Subsidiary shall guarantee the obligations of the Issuer in respect of the Notes, the Coupons and the Trust Deed on the same terms mutatis mutandis as the Notes Guarantee including, but not limited to, such guarantee being joint and several. Each other Guarantor has in the Trust Deed confirmed that it has consented to any such entity becoming a Guarantor as aforesaid without any need for it to execute any supplemental trust deed.
For the purposes of this Condition, Excluded Subsidiary means WPP Air 1 Limited, WPP Air 3 Limited, WPP 2008 Limited and WPP 2012 Limited.
3.5 Notice of change of Guarantors
Notice of any release of a Guarantor or addition of a Guarantor pursuant to this Condition will be given to the Noteholders in accordance with Condition 14.
3.6 Financial Indebtedness
For the purposes of this Condition, Financial Indebtedness means any indebtedness for or in respect of:
(a) moneys borrowed;
(b) any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;
(c) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;
(d) the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with IFRS, be treated as a finance or capital lease;
(e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);
(f) any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing; or
(g) any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account),
provided that no amount described in or due under arrangements described in this definition shall constitute Financial Indebtedness unless the relevant amount of Financial Indebtedness, either alone or when aggregated (without duplication) with other relevant amounts of Financial Indebtedness, exceeds £100,000,000 or its equivalent in other currencies).
3.7 Guarantee
For the purposes of this Condition, Guarantee means in respect of any Financial Indebtedness, any guarantee or indemnity given in respect of such Financial Indebtedness.
4. NEGATIVE PLEDGE
4.1 Restriction
So long as any Note or Coupon remains outstanding (as defined in the Trust Deed) neither the Issuer nor any of the Guarantors will create or permit to subsist, and the Issuer will procure that no Principal Subsidiary (as defined below) will create or permit to subsist any mortgage, charge. pledge, lien or other form of encumbrance or security interest (Security) upon the whole or any part of its undertaking, assets or revenues, present or future, to secure any Relevant Debt, or to secure any guarantee of or indemnity in respect of any Relevant Debt unless, at the same time or prior thereto, the Issuer's obligations under the Notes, the Coupons and the Trust Deed or, as the case may be, the Guarantors' obligations under the Trust Deed, (i) are secured equally and rateably therewith to the satisfaction of the Trustee, or (ii) have the benefit of such other security, guarantee, indemnity or other arrangement as the Trustee in its absolute discretion shall deem to be not materially less beneficial to the Noteholders or as shall be approved by an Extraordinary Resolution (as defined in the Trust Deed) of the Noteholders save that there may be permitted to subsist (without the obligation to provide to the Notes, Coupons and the Trust Deed any security, guarantee, indemnity or other arrangement as aforesaid) any Permitted Security.
4.2 Relevant Debt
For the purposes of this Condition, Relevant Debt means any present or future indebtedness in the form of, or represented by, bonds, notes, debentures, loan stock or other securities which are for the time being, or are capable of being, quoted, listed or ordinarily dealt in on any stock exchange, over-the-counter or other securities market, but excluding any such indebtedness which has a stated maturity of less than one year.
4.3 Permitted Security
For the purposes of this Condition, Permitted Security means:
(a) any Security in respect of any Relevant Debt (Existing Relevant Debt), or in respect of any guarantee of or indemnity in respect of any Existing Relevant Debt, given by any Principal Subsidiary where such company becomes a Subsidiary after the Issue Date of the first Tranche of the Notes and where such Security exists at the time such company becomes a Subsidiary (provided that (i) such Security was not created in contemplation
of that company becoming a Subsidiary and (ii) the principal amount secured at the time of that company becoming a Subsidiary is not subsequently increased);
(b) any Security given by any Principal Subsidiary in respect of any Relevant Debt, or in respect of any guarantee of or indemnity in respect of any Relevant Debt where such Relevant Debt (New Relevant Debt) is incurred to refinance Existing Relevant Debt in circumstances where there is outstanding Security (Existing Security) given by that Principal Subsidiary in respect of such Existing Relevant Debt or, as the case may be, in respect of any guarantee or indemnity in respect of such Existing Relevant Debt, provided that (i) the principal amount of the New Relevant Debt is not greater than the principal amount of the Existing Relevant Debt, (ii) the Security does not extend to any undertaking, assets or revenues, present or future, of that Principal Subsidiary which were not subject to the Existing Security; and
(c) the final maturity date of the New Relevant Debt does not exceed the final maturity date of the Existing Relevant Debt.
4.4 Definitions
For the purposes of these Conditions:
Group means the Issuer, the Guarantors and the Guarantors' Subsidiaries taken as a whole;
Principal Subsidiary means any Subsidiary of WPP plc whose revenue shall have exceeded 5 per cent. of the consolidated revenues of the Group for the preceding financial year; and
Subsidiary has the meaning ascribed thereto in Section 1159 of the Companies Act 2006.
A report by two directors of the Issuer (whether or not addressed to the Trustee) that in their opinion a Subsidiary is or is not or was not at any particular time or throughout any specified period a Principal Subsidiary may be relied upon by the Trustee without liability to any person and without further enquiry or evidence and, if relied upon by the Trustee, shall, in the absence of manifest error be conclusive and binding on all parties.
5. INTEREST
5.1 Interest on Fixed Rate Notes
Each Fixed Rate Note bears interest from (and including) the Interest Commencement Date at the rate(s) per annum equal to the Rate(s) of Interest shown in the applicable Pricing Supplement. Interest will be payable in arrear on the Interest Payment Date(s) in each year up to (and including) the Maturity Date.
If the Notes are in definitive form, except as provided in the applicable Pricing Supplement, the amount of interest payable on each Interest Payment Date in respect of the Fixed Interest Period ending on (but excluding) such date will amount to the Fixed Coupon Amount. Payments of interest on any Interest Payment Date will, if so specified in the applicable Pricing Supplement, amount to the Broken Amount so specified.
As used in these Conditions, Fixed Interest Period means the period from (and including) an Interest Payment Date (or the Interest Commencement Date) to (but excluding) the next (or first) Interest Payment Date.
Except in the case of Notes in definitive form where an applicable Fixed Coupon Amount or Broken Amount is specified in the applicable Pricing Supplement, interest shall be calculated in respect of any period by applying the Rate of Interest to:
(a) in the case of Fixed Rate Notes which are represented by a Global Note, the aggregate outstanding nominal amount of the Fixed Rate Notes represented by such Global Note (or, if they are Partly Paid Notes, as provided in the applicable Pricing Supplement) the aggregate amount paid up); or
(b) in the case of Fixed Rate Notes in definitive form, the Calculation Amount;
and, in each case, multiplying such sum by the applicable Day Count Fraction and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub- unit being rounded upwards or otherwise in accordance with applicable market convention. Where the Specified Denomination of a Fixed Rate Note in definitive form is a multiple of the Calculation Amount, the amount of interest payable in respect of such Fixed Rate Note shall be the product of the amount (determined in the manner provided above) for the Calculation Amount and the amount by which the Calculation Amount is multiplied to reach the Specified Denomination, without any further rounding.
Day Count Fraction means, in respect of the calculation of an amount of interest in accordance with this Condition 5.1:
(i) if "Actual/Actual (ICMA)" is specified in the applicable Pricing Supplement:
(A) in the case of Notes where the number of days in the relevant period from (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (the Accrual Period) is equal to or shorter than the Determination Period during which the Accrual Period ends, the number of days in such Accrual Period divided by the product of (I) the number of days in such Determination Period and (II) the number of Determination Dates (as specified in the applicable Pricing Supplement) that would occur in one calendar year; or
(B) in the case of Notes where the Accrual Period is longer than the Determination Period during which the Accrual Period ends, the sum of:
(1) the number of days in such Accrual Period falling in the Determination Period in which the Accrual Period begins divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates that would occur in one calendar year; and
(2) the number of days in such Accrual Period falling in the next Determination Period divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Dates that would occur in one calendar year; and
(ii) if "30/360" is specified in the applicable Pricing Supplement, the number of days in the period from (and including) the most recent Interest Payment Date (or, if none, the Interest Commencement Date) to (but excluding) the relevant payment date (such number of days being calculated on the basis of a year of 360 days with 12 30-day months) divided by 360.
In these Conditions:
Determination Period means each period from (and including) a Determination Date to (but excluding) the next Determination Date (including, where either the Interest Commencement Date or the final Interest Payment Date is not a Determination Date, the period commencing on
the first Determination Date prior to, and ending on the first Determination Date falling after, such date); and
sub-unit means, with respect to any currency other than euro, the lowest amount of such currency that is available as legal tender in the country of such currency and, with respect to euro, one cent.
5.2 Interest on Floating Rate Notes
(a) Interest Payment Dates
Each Floating Rate Note bears interest from (and including) the Interest Commencement Date and such interest will be payable in arrear on either:
(i) the Specified Interest Payment Date(s) in each year specified in the applicable Pricing Supplement; or
(ii) if no Specified Interest Payment Date(s) is/are specified in the applicable Pricing Supplement, each date (each such date, together with each Specified Interest Payment Date, an Interest Payment Date) which falls the number of months or other period specified as the Specified Period in the applicable Pricing Supplement after the preceding Interest Payment Date or, in the case of the first Interest Payment Date, after the Interest Commencement Date.
Such interest will be payable in respect of each Interest Period. In these Conditions, Interest Period means the period from (and including) an Interest Payment Date (or the Interest Commencement Date) to (but excluding) the next (or first) Interest Payment Date.
If a Business Day Convention is specified in the applicable Pricing Supplement and (x) if there is no numerically corresponding day in the calendar month in which an Interest Payment Date should occur or (y) if any Interest Payment Date would otherwise fall on a day which is not a Business Day, then, if the Business Day Convention specified is:
(A) in any case where Specified Periods are specified in accordance with Condition 5.2(a)(ii) above, the Floating Rate Convention, such Interest Payment Date (a) in the case of (x) above, shall be the last day that is a Business Day in the relevant month and the provisions of (ii) below shall apply mutatis mutandis or (b) in the case of (y) above, shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event (i) such Interest Payment Date shall be brought forward to the immediately preceding Business Day and (ii) each subsequent Interest Payment Date shall be the last Business Day in the month which falls the Specified Period after the preceding applicable Interest Payment Date occurred; or
(B) the Following Business Day Convention, such Interest Payment Date shall be postponed to the next day which is a Business Day; or
(C) the Modified Following Business Day Convention, such Interest Payment Date shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event such Interest Payment Date shall be brought forward to the immediately preceding Business Day; or
(D) the Preceding Business Day Convention, such Interest Payment Date shall be brought forward to the immediately preceding Business Day.
In these Conditions, Business Day means a day which is both:
(i) a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in London and each Additional Business Centre specified in the applicable Pricing Supplement; and
(ii) either (i) in relation to any sum payable in a Specified Currency other than euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in the principal financial centre of the country of the relevant Specified Currency (which if the Specified Currency is Australian dollars or New Zealand dollars shall be Sydney and Auckland, respectively) or (ii) in relation to any sum payable in euro, a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET2) System (the TARGET2 System) is open.
(b) Rate of Interest
The Rate of Interest payable from time to time in respect of Floating Rate Notes will be determined in the manner specified in the applicable Pricing Supplement.
(i) ISDA Determination for Floating Rate Notes
Where ISDA Determination is specified in the applicable Pricing Supplement as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Period will be the relevant ISDA Rate plus or minus (as indicated in the applicable Pricing Supplement) the Margin (if any). For the purposes of this subparagraph (i), ISDA Rate for an Interest Period means a rate equal to the Floating Rate that would be determined by the Principal Paying Agent under an interest rate swap transaction if the Principal Paying Agent were acting as Calculation Agent for that swap transaction under the terms of an agreement incorporating the 2006 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc. and as amended and updated as at the Issue Date of the first Tranche of the Notes (the ISDA Definitions) and under which:
(A) the Floating Rate Option is as specified in the applicable Pricing Supplement;
(B) the Designated Maturity is a period specified in the applicable Pricing Supplement; and
(C) the relevant Reset Date is the day specified in the applicable Pricing Supplement.
For the purposes of this subparagraph (i), Floating Rate, Calculation Agent, Floating Rate Option, Designated Maturity and Reset Date have the meanings given to those terms in the ISDA Definitions.
Unless otherwise stated in the applicable Pricing Supplement the Minimum Rate of Interest shall be deemed to be zero.
(ii) Screen Rate Determination for Floating Rate Notes
Where Screen Rate Determination is specified in the applicable Pricing Supplement as the manner in which the Rate of Interest is to be determined, the Rate of Interest for each Interest Period will, subject as provided below, be either:
(A) the offered quotation; or
(B) the arithmetic mean (rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) of the offered quotations,
(expressed as a percentage rate per annum) for the Reference Rate (as specified in the applicable Pricing Supplement, subject as provided in Condition 5.2(e)) which appears or appear, as the case may be, on the Relevant Screen Page as at the Relevant Time on the Interest Determination Date in question plus or minus (as indicated in the applicable Pricing Supplement) the Margin (if any), all as determined by the Principal Paying Agent. In the case of Condition 5.2(b)(ii)(B), if five or more of such offered quotations are available on the Relevant Screen Page, the highest (or, if there is more than one such highest quotation, one only of such quotations) and the lowest (or, if there is more than one such lowest quotation, one only of such quotations) shall be disregarded by the Principal Paying Agent for the purpose of determining the arithmetic mean (rounded as provided above) of such offered quotations.
If the Relevant Screen Page is not available or if, in the case of Condition 5.2(b)(ii)(A), no offered quotation appears or, in the case of Condition 5.2(b)(ii)(B), fewer than three offered quotations appear, in each case as at the Specified Time, the Principal Paying Agent shall request each of the Reference Banks to provide the Principal Paying Agent with its offered quotation (expressed as a percentage rate per annum) for the Reference Rate at approximately the Specified Time on the Interest Determination Date in question. If two or more of the Reference Banks provide the Principal Paying Agent with offered quotations, the Rate of Interest for the Interest Period shall be the arithmetic mean (rounded if necessary to the fifth decimal place with 0.000005 being rounded upwards) of the offered quotations plus or minus (as appropriate) the Margin (if any), all as determined by the Principal Paying Agent.
If on any Interest Determination Date one only or none of the Reference Banks provides the Principal Paying Agent with an offered quotation as provided in the preceding paragraph, the Rate of Interest for the relevant Interest Period shall be the rate per annum which the Principal Paying Agent determines as being the arithmetic mean (rounded if necessary to the fifth decimal place, with 0.000005 being rounded upwards) of the rates, as communicated to (and at the request of) the Principal Paying Agent by the Reference Banks or any two or more of them, at which such banks were offered, at approximately the Specified Time on the relevant Interest Determination Date, deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate by leading banks in the London inter-bank market (if the Reference Rate is LIBOR) or the Euro-zone inter-bank market (if the Reference Rate is EURIBOR) plus or minus (as appropriate) the Margin (if any) or, if fewer than two of the Reference Banks provide the Principal Paying Agent with offered rates, the offered rate for deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate, or the arithmetic mean (rounded as provided above) of the offered rates for deposits in the Specified Currency for a period equal to that which would have been used for the Reference Rate, at which, at approximately the Specified Time on the relevant Interest Determination Date, any one or more banks (which bank or banks is or are in the opinion of the Issuer suitable for the purpose) informs the Principal Paying Agent it is quoting to leading banks in the London inter-bank market (if the Reference Rate is LIBOR) or the Euro-zone inter-bank market (if the Reference Rate is EURIBOR) plus or minus (as appropriate) the Margin (if any), provided that, if the Rate of Interest cannot be determined in accordance with the foregoing provisions of this paragraph, the Rate of Interest shall be determined as at the last preceding Interest Determination Date (though substituting, where a different Margin is to be applied to the relevant Interest Period from that which applied to the last preceding Interest Period, the Margin relating to the relevant Interest Period in place of the Margin relating to that last preceding Interest Period).
If the Reference Rate from time to time in respect of Floating Rate Notes is specified in the applicable Pricing Supplement as being other than LIBOR or EURIBOR, the Rate of Interest in respect of the Notes will be determined as provided in the applicable Pricing Supplement.
(c) Minimum Rate of Interest and/or Maximum Rate of Interest
If the applicable Pricing Supplement specifies a Minimum Rate of Interest for any Interest Period, then, in the event that the Rate of Interest in respect of such Interest Period determined in accordance with the provisions of paragraph (b) above is less than such Minimum Rate of Interest, the Rate of Interest for such Interest Period shall be such Minimum Rate of Interest.
If the applicable Pricing Supplement specifies a Maximum Rate of Interest for any Interest Period, then, in the event that the Rate of Interest in respect of such Interest Period determined in accordance with the provisions of paragraph (b) above is greater than such Maximum Rate of Interest, the Rate of Interest for such Interest Period shall be such Maximum Rate of Interest.
(d) Determination of Rate of Interest and calculation of Interest Amounts
The Principal Paying Agent will at or as soon as practicable after each time at which the Rate of Interest is to be determined, determine the Rate of Interest for the relevant Interest Period.
The Principal Paying Agent will calculate the amount of interest (the Interest Amount) payable on the Floating Rate Notes for the relevant Interest Period by applying the Rate of Interest to:
(i) in the case of Floating Rate Notes which are represented by a Global Note, the aggregate outstanding nominal amount of the Notes represented by such Global Note (or, if they are Partly Paid Notes, the aggregate amount paid up); or
(ii) in the case of Floating Rate Notes in definitive form, the Calculation Amount; and, in each case, multiplying such sum by the applicable Day Count Fraction, and rounding the resultant figure to the nearest sub-unit of the relevant Specified Currency, half of any such sub- unit being rounded upwards or otherwise in accordance with applicable market convention. Where the Specified Denomination of a Floating Rate Note in definitive form is a multiple of the Calculation Amount, the Interest Amount payable in respect of such Note shall be the product of the amount (determined in the manner provided above) for the Calculation Amount and the amount by which the Calculation Amount is multiplied to reach the Specified Denomination, without any further rounding.
Day Count Fraction means, in respect of the calculation of an amount of interest in accordance with this Condition 5.2:
(i) if "Actual/Actual (ISDA)" or "Actual/Actual" is specified in the applicable Pricing Supplement, the actual number of days in the Interest Period divided by 365 (or, if any portion of that Interest Period falls in a leap year, the sum of (I) the actual number of days in that portion of the Interest Period falling in a leap year divided by 366 and (II) the actual number of days in that portion of the Interest Period falling in a non-leap year divided by 365);
(ii) if "Actual/365 (Fixed)" is specified in the applicable Pricing Supplement, the actual number of days in the Interest Period divided by 365;
(iii) if "Actual/365 (Sterling)" is specified in the applicable Pricing Supplement, the actual number of days in the Interest Period divided by 365 or, in the case of an Interest Payment Date falling in a leap year, 366;
(iv) if "Actual/360" is specified in the applicable Pricing Supplement, the actual number of days in the Interest Period divided by 360;
(v) if "30/360", "360/360" or "Bond Basis" is specified in the applicable Pricing Supplement, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:
[360 x (Y2 - Y1)] [30 x (M2 - M1)] (D2 - D1) Day Count Fraction = 360
where:
"Y1" is the year, expressed as a number, in which the first day of the Interest Period falls;
"Y2" is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;
"M1" is the calendar month, expressed as a number, in which the first day of the Interest Period falls;
"M2" is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;
"D1" is the first calendar day, expressed as a number, of the Interest Period, unless such number is 31, in which case D1 will be 30; and
"D2" is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30;
(vi) if "30E/360" or "Eurobond Basis" is specified in the applicable Pricing Supplement, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:
Day Count Fraction =
where:
"Y1" is the year, expressed as a number, in which the first day of the Interest Period falls;
"Y2" is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;
"M1" is the calendar month, expressed as a number, in which the first day of the Interest Period falls;
"M2" is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;
"D1" is the first calendar day, expressed as a number, of the Interest Period, unless such number would be 31, in which case D1 will be 30; and
"D2" is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless such number would be 31, in which case D2 will be 30;
(vii) if "30E/360 (ISDA)" is specified in the applicable Pricing Supplement, the number of days in the Interest Period divided by 360, calculated on a formula basis as follows:
[360 x (Y2 - Y1)] [30 x (M2 - M1)] (D2 - D1) Day Count Fraction = 360
where:
"Y1" is the year, expressed as a number, in which the first day of the Interest Period falls;
"Y2" is the year, expressed as a number, in which the day immediately following the last day of the Interest Period falls;
"M1" is the calendar month, expressed as a number, in which the first day of the Interest Period falls;
"M2" is the calendar month, expressed as a number, in which the day immediately following the last day of the Interest Period falls;
"D1" is the first calendar day, expressed as a number, of the Interest Period, unless (i) that day is the last day of February or (ii) such number would be 31, in which case D1 will be 30; and
(A) "D2" is the calendar day, expressed as a number, immediately following the last day included in the Interest Period, unless (i) that day is the last day of February but not the Maturity Date or (ii) such number would be 31, in which case D2 will be 30.
(e) Reference Rate Replacement
If: (A) Reference Rate Replacement is specified in the applicable Pricing Supplement as being applicable and Screen Rate Determination is specified in the applicable Pricing Supplement as the manner in which the Rate of Interest is to be determined; and
(B) notwithstanding the provisions of Condition 5.2(b)(ii), a Benchmark Event occurs in relation to the Original Reference Rate when any Rate of Interest (or component thereof) remains to be determined by reference to the Original Reference Rate,
then the following provisions shall apply:
(I) the Issuer shall use reasonable endeavours to appoint an Independent Adviser, as soon as reasonably practicable, to determine (acting in good faith and in a commercially reasonable manner):
(x) a Successor Reference Rate; or
(y) if such Independent Adviser determines that there is no Successor Reference Rate, an Alternative Reference Rate,
and, in each case, an Adjustment Spread (if any) (in any such case, acting in good faith and in a commercially reasonable manner) no later than five Business Days prior to the Interest Determination Date relating to the next Interest Period (the IA Determination Cut-off Date) for the purposes of determining the Rate of Interest applicable to the Notes for such next Interest Period and for all other future Interest Periods (subject to the subsequent operation of this Condition 5.2(e) during any other future Interest Period(s));
(II) if a Successor Reference Rate or, failing which, an Alternative Reference Rate (as applicable) is determined by the relevant Independent Adviser in accordance with this Condition 5.2(e)):
(x) such Successor Reference Rate or Alternative Reference Rate (as applicable) shall be used in place of the Original Reference Rate for all future Interest Periods (subject to the subsequent operation of, and adjustment as provided in, this Condition 5.2(e));
(y) if the relevant Independent Adviser:
(1) determines that an Adjustment Spread is required to be applied to such Successor Reference Rate or Alternative Reference Rate (as applicable) and determines the quantum of, or a formula or methodology for determining, such Adjustment Spread, then such Adjustment Spread shall be applied to such Successor Reference Rate or Alternative Reference Rate (as applicable) for all future Interest Periods (subject to the subsequent operation of, and adjustment as provided in, this Condition 5.2(e)); or
(2) is unable to determine the quantum of, or a formula or methodology for determining, an Adjustment Spread, then such Successor Reference Rate or Alternative Reference Rate (as applicable) will apply without an Adjustment Spread for all future Interest Periods (subject to the subsequent operation of, and adjustment as provided in, this Condition 5.2(e)); and
(z) the relevant Independent Adviser (acting in good faith and in a commercially reasonable manner) may in its discretion specify:
(1) changes to these terms and conditions and/or the Trust Deed and/or the Agency Agreement in order to ensure the proper operation of such Successor Reference Rate or Alternative Reference Rate and/or Adjustment Spread (as applicable), including, but not limited to, (aa) the Additional Business Centre(s), Business Day, Business Day Convention, Day Count Fraction, Interest Determination Date and/or Relevant Screen Page applicable to the Notes and (bb) the method for determining the fallback to the Rate of Interest in relation to the Notes if such Successor Reference Rate or Alternative Reference Rate and/or Adjustment Spread (as applicable) is not available; and
(2) any other changes which the relevant Independent Adviser determines are reasonably necessary to ensure the proper operation and comparability to the Original Reference Rate of such Successor Reference Rate or Alternative Reference Rate (as applicable),
(the Benchmark Amendments) which changes shall apply to the Notes for all future Interest Periods (subject to the subsequent operation of this Condition 5.2(e)); and
(aa) promptly following the determination of (i) any Successor Reference Rate or Alternative Reference Rate (as applicable) and (ii) if applicable, any Adjustment Spread, the relevant Issuer shall give notice thereof and of any changes (and the effective date thereof) pursuant to this Condition 5.2(e) to the Trustee, each of the Paying Agents, the Calculation Agent the Noteholders and, if the Notes are listed on a stock exchange and the rules of such exchange or other relevant authority so require, such exchange or other relevant authority as soon as possible after their determination. Such notice shall be irrevocable and shall specify the effective date of the Benchmark Amendments, if any.
No later than notifying the Trustee of the same, the relevant Issuer shall deliver to the Trustee a certificate signed by two Directors of the Issuer:
(a) confirming (x) that a Benchmark Event has occurred; (y) the Successor Reference Rate or, as the case may be, the Alternative Reference Rate; and (z) where applicable, any Adjustment Spread and/or the specific terms of any Benchmark Amendments, in each case as determined in accordance with the provisions of this Condition 5.2(e);
(b) certifying that the Benchmark Amendments are necessary to ensure the proper operation of such Successor Reference Rate, Alternative Reference Rate and/or Adjustment Spread; and
(c) certifying that the Issuer has duly consulted with an Independent Adviser with respect to each of the matters above.
The Trustee shall be entitled to rely on such certificate (without enquiry or liability to any person) as sufficient evidence thereof. The Successor Reference Rate or Alternative Reference Rate and the Adjustment Spread (if any), the Benchmark Amendments (if any) and any such other relevant changes pursuant to this Condition 5.2(e) specified in such certificate will (in the absence of manifest error or bad faith in the determination of the Successor Reference Rate or Alternative Reference Rate and the Adjustment Spread (if any) and the Benchmark Amendments (if any) and without prejudice to the Trustee's ability to rely on such certificate as aforesaid) be binding on the Issuer, the Trustee, the Paying Agents, the Calculation Agent, the Noteholders, the Couponholders and Receiptholders.
Subject to receipt by the Trustee of this certificate, the Trustee, the Paying Agents and the Calculation Agent shall, at the direction and expense of the Issuer and without any requirement for the consent or approval of Noteholders, Couponholders or Receiptholders, concur in effecting the Benchmark Amendments required to the Trust Deed (including, inter alia, by the execution of a deed supplemental to or amending the Trust Deed), the Agency Agreement and these terms and conditions and the Trustee the Paying Agents and the Calculation Agent shall not be liable to any party for any consequences thereof and provided that none of the Trustee, the Paying Agents and the Calculation Agent shall be obliged so to concur if, in its opinion, doing so would impose more onerous obligations upon it or expose it to any additional duties, responsibilities or liabilities or reduce or amend the protective provisions afforded to it in these terms and conditions, the Trust Deed or the Agency Agreement (including, for the avoidance of doubt, any supplemental trust deed or supplemental agency agreement) in any way.
In connection with such variation in accordance with this Condition 5.2(e), the Issuer shall comply with the rules of any stock exchange on which the Notes are for the time being listed or admitted to trading.
No consent of the Noteholders shall be required in connection with effecting the relevant Successor Reference Rate or Alternative Reference Rate (as applicable) described in this Condition 5.2(e) or such other relevant changes pursuant to this Condition 5.2(e), including for the execution of any documents or the taking of other steps by the Issuer or any of the parties to the Trust Deed and/or the Agency Agreement (if required).
For the avoidance of doubt, if the Issuer is unable to appoint an Independent Adviser or if a Successor Reference Rate or an Alternative Reference Rate is not determined pursuant to the operation of this Condition 5.2(e) prior to the relevant IA Determination Cut-off Date, then the Rate of Interest for the next Interest Period shall be determined by reference to the fallback provisions set out in the Agency Agreement.
In these Conditions, unless the context otherwise requires, the following defined terms shall have the meanings set out below:
Adjustment Spread means a spread (which may be positive or negative) or formula or methodology for calculating a spread, in either case which the relevant Independent Adviser determines is required to be applied to a Successor Reference Rate or the Alternative Reference Rate (as applicable) in order to reduce or eliminate, to the extent reasonably practicable in the circumstances, any economic prejudice or benefit (as applicable) to Noteholders, Receiptholders and Couponholders as a result of the replacement of the Original Reference Rate with such Successor Reference Rate or Alternative Reference Rate (as applicable) and is the spread, formula or methodology which:
(i) in the case of a Successor Reference Rate, is formally recommended in relation to the replacement of the Reference Rate with such Successor Reference Rate by any Relevant Nominating Body; or
(ii) in the case of a Successor Reference Rate for which no such recommendation has been made or in the case of an Alternative Reference Rate, the relevant Independent Adviser determines is recognised or acknowledged as being the industry standard for over-the- counter derivative transactions which reference the Original Reference Rate, where such rate has been replaced by such Successor Reference Rate or Alternative Reference Rate (as applicable); or
(iii) if no such customary market usage is recognised or acknowledged, the relevant Independent Adviser in its discretion determines (acting in good faith and in a commercially reasonable manner) to be appropriate.
Alternative Reference Rate means an alternative rate which the relevant Independent Adviser determines, in accordance with Condition 5.2 (e)(i), is customary market usage in the international debt capital markets for the purposes of determining rates of interest (or the relevant component part thereof) in respect of notes denominated in the Specified Currency, or, if such Independent Adviser determines that there is no such rate, such other rate as such Independent Adviser determines in its discretion is most comparable to the Original Reference Rate.
Benchmark Event means:
(1) the Original Reference Rate ceasing be published for a period of at least 5 Business Days or ceasing to exist; or
(2) a public statement by the administrator of the Original Reference Rate that it will, by a specified date within the following six months, cease publishing the Original Reference Rate permanently or indefinitely (in circumstances where no successor administrator has been appointed that will continue publication of the Original Reference Rate); or
(3) a public statement by the supervisor of the administrator of the Original Reference Rate, that the Original Reference Rate has been or will, by a specified date within the following six months, be permanently or indefinitely discontinued; or
(4) a public statement by the supervisor of the administrator of the Original Reference Rate as a consequence of which the Original Reference Rate will be prohibited from being used either generally, or in respect of the Notes, in each case within the following six months; or
(5) it has become unlawful for any Paying Agent, Calculation Agent, the Issuer or other party to calculate any payments due to be made to any Noteholder using the Original Reference Rate.
Independent Adviser means an independent financial institution of international repute or other independent financial adviser experienced in the international debt capital markets, in each case appointed by the relevant Issuer at its own expense.
Original Reference Rate means the originally-specified benchmark or screen rate (as applicable) used to determine the Rate of Interest (or any component part thereof) on the Notes.
Relevant Nominating Body means, in respect of a reference rate:
(i) the central bank for the currency to which such reference rate relates, or any central bank or other supervisory authority which is responsible for supervising the administrator of such reference rate; or
(ii) any working group or committee sponsored by, chaired or co-chaired by or constituted at the request of (a) the central bank for the currency to which such reference rate relates, (b) any central bank or other supervisory authority which is responsible for supervising the administrator of such reference rate, (c) a group of the aforementioned central banks or other supervisory authorities, or (d) the Financial Stability Board or any part thereof.
Successor Reference Rate means the rate that the relevant Independent Adviser determines, in accordance with Condition 5.2 (e)(i), is a successor to or replacement of the Reference Rate which is formally recommended by any Relevant Nominating Body.
(f) Notification of Rate of Interest and Interest Amounts
The Principal Paying Agent will cause the Rate of Interest and each Interest Amount for each Interest Period and the relevant Interest Payment Date to be notified to the Issuer, the Trustee and any stock exchange on which the relevant Floating Rate Notes are for the time being listed and notice thereof to be published in accordance with Condition 14 as soon as possible after their determination but in no event later than the fourth London Business Day thereafter. Each Interest Amount and Interest Payment Date so notified may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without prior notice in the event of an extension or shortening of the Interest Period. Any such amendment will promptly be notified to each stock exchange on which the relevant Floating Rate Notes are for the time being listed and to the Noteholders in accordance with Condition 14. For the purposes of this paragraph, the expression London Business Day means a day (other than a Saturday or a Sunday) on which banks and foreign exchange markets are open for general business in London.
(g) Determination or Calculation by Trustee
If for any reason at any relevant time the Principal Paying Agent defaults in its obligation to determine the Rate of Interest or in its obligation to calculate any Interest Amount in accordance with subparagraph (b)(i) or subparagraph (b)(ii) above, as the case may be, and in each case in accordance with paragraph (d) above, the Trustee, or an agent on its behalf, shall (in each case, subject to being indemnified and/or secured and/or pre-funded to its satisfaction) determine the Rate of Interest at such rate as, in its absolute discretion (having such regard as it shall think fit to the foregoing provisions of this Condition, but subject always to any Minimum Rate of Interest or Maximum Rate of Interest specified in the applicable Pricing Supplement), it shall deem fair and reasonable in all the circumstances or, as the case may be, the Trustee, or an agent on its behalf, shall (in each case, subject to being indemnified and/or secured and/or pre-funded to its satisfaction) calculate the Interest Amount(s) in such manner as it shall deem fair and reasonable in all the circumstances and each such determination or calculation shall be deemed to have been made by the Principal Paying Agent.
(h) Certificates to be final
All certificates, communications, opinions, determinations, calculations, quotations and decisions given, expressed, made or obtained for the purposes of the provisions of this Condition 5.2 by the Principal Paying Agent or the Trustee (or an agent on its behalf), as the case may be, shall (in the absence of wilful default, bad faith or manifest error) be binding on the Issuer, the Guarantors, the Principal Paying Agent, the other Agents and all Noteholders, Receiptholders and Couponholders and (in the absence of wilful default or bad faith) no liability to the Issuer, the Guarantors, the Noteholders, the Receiptholders or the Couponholders shall attach to the Principal Paying Agent or the Trustee or any agent in connection with the exercise or non- exercise by it of its powers, duties and discretions pursuant to such provisions.
5.3 Other interest-bearing Notes
The rate or amount of interest payable in respect of Interest-bearing Notes which are not Fixed Rate Notes or Floating Rate Notes shall be determined in the manner specified in the applicable Pricing Supplement, provided that where such Notes are Index Linked Interest Notes the provisions of Condition 5.2 shall, save to the extent amended in the applicable Pricing Supplement, apply as if the references therein to Floating Rate Notes and to the Agent were references to Index Linked Interest Notes and the Calculation Agent, respectively, and provided further that the Calculation Agent will notify the Agent of the Rate of Interest for the relevant Interest Period as soon as practicable after calculating the same.
In the case of Partly Paid Notes (other than Partly Paid Notes which are Zero Coupon Notes), interest will accrue as aforesaid on the paid-up nominal amount of such Notes and otherwise as specified in the applicable Pricing Supplement.
5.4 Accrual of interest
Each Note (or in the case of the redemption of part only of a Note, that part only of such Note) will cease to bear interest (if any) from the date for its redemption unless payment of principal is improperly withheld or refused. In such event, interest will continue to accrue on the amount improperly withheld or refused until whichever is the earlier of:
(a) the date on which all amounts due in respect of such Note have been paid; and
(b) as provided in the Trust Deed.
6. PAYMENTS
6.1 Method of payment
Subject as provided below:
(a) payments in a Specified Currency other than euro will be made by credit or transfer to an account in the relevant Specified Currency maintained by the payee with a bank in the principal financial centre of the country of such Specified Currency (which, if the Specified Currency is Australian dollars or New Zealand dollars, shall be Sydney and Auckland, respectively); and
(b) payments will be made in euro by credit or transfer to a euro account (or any other account to which euro may be credited or transferred) specified by the payee.
Payments will be subject in all cases to (i) any fiscal or other laws and regulations applicable thereto in the place of payment, but without prejudice to the provisions of Condition 8 (ii) any withholding or deduction required pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code of 1986 (the Code) or otherwise imposed pursuant to Sections 1471 through 1474 of the Code, any regulations or agreements thereunder, any official interpretations thereof, or any law implementing an intergovernmental approach thereto (any such withholding or deduction a FATCA Withholding) and (iii) any withholding or deduction required pursuant to Section 871(m) of the Code (871(m) Withholding).
In addition, in determining the amount of 871(m) Withholding imposed with respect to any amounts to be paid on the Notes, the Issuer shall be entitled to withhold on any "dividend equivalent" (as defined for purposes of Section 871(m) of the Code) at the highest rate applicable to such payments regardless of any exemption from, or reduction in, such withholding otherwise available under applicable law.
Payments on the Notes that reference U.S. securities or an index that includes U.S. securities may be calculated by reference to dividends on such U.S. securities that are reinvested at a rate of 70%. In such case, in calculating the relevant payment amount, the holder will be deemed to receive, and the Issuer will be deemed to withhold, 30 per cent. of any dividend equivalent payments (as defined in Section 871(m) of the Code) in respect of the relevant U.S. securities. The Issuer will not pay any additional amounts to the holder on account of the Section 871(m) amount deemed withheld.
6.2 Presentation of definitive Notes, Receipts and Coupons
Payments of principal in respect of definitive Notes will (subject as provided below) be made in the manner provided in Condition 6.1 above only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of definitive Notes, and payments of interest in respect of definitive Notes will (subject as provided below) be made as aforesaid only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of Coupons, in each case at the specified office of any Paying Agent outside the United States (which expression, as used herein, means the United States of America (including the States and the District of Columbia and its possessions)).
Fixed Rate Notes in definitive form (other than Long Maturity Notes (as defined below) and save as provided in Condition 6.4) should be presented for payment together with all unmatured Coupons appertaining thereto (which expression shall for this purpose include Coupons falling to be issued on exchange of matured Talons), failing which the amount of any missing unmatured Coupon (or, in the case of payment not being made in full, the same proportion of the amount of such missing unmatured Coupon as the sum so paid bears to the sum due) will be deducted from the sum due for payment. Each amount of principal so deducted will be paid in the manner mentioned above against surrender of the relative missing Coupon at any time before the expiry of 10 years after the Relevant Date (as defined in Condition 8) in respect of such
principal (whether or not such Coupon would otherwise have become void under Condition 9) or, if later, five years from the date on which such Coupon would otherwise have become due, but in no event thereafter.
Upon any Fixed Rate Note in definitive form becoming due and repayable prior to its Maturity Date, all unmatured Talons (if any) appertaining thereto will become void and no further Coupons will be issued in respect thereof.
Upon the date on which any Floating Rate Note or Long Maturity Note in definitive form becomes due and repayable, unmatured Coupons and Talons (if any) relating thereto (whether or not attached) shall become void and no payment or, as the case may be, exchange for further Coupons shall be made in respect thereof. A Long Maturity Note is a Fixed Rate Note (other than a Fixed Rate Note which on issue had a Talon attached) whose nominal amount on issue is less than the aggregate interest payable thereon provided that such Note shall cease to be a Long Maturity Note on the Interest Payment Date on which the aggregate amount of interest remaining to be paid after that date is less than the nominal amount of such Note.
If the due date for redemption of any definitive Note is not an Interest Payment Date, interest (if any) accrued in respect of such Note from (and including) the preceding Interest Payment Date or, as the case may be, the Interest Commencement Date shall be payable only against surrender of the relevant definitive Note.
6.3 Payments in respect of Global Notes
Payments of principal and interest (if any) in respect of Notes represented by any Global Note will (subject as provided below) be made in the manner specified above in relation to definitive Notes or otherwise in the manner specified in the relevant Global Note, where applicable against presentation or surrender, as the case may be, of such Global Note at the specified office of any Paying Agent outside the United States. A record of each payment made, distinguishing between any payment of principal and any payment of interest, will be made either on such Global Note by the Paying Agent to which it was presented or in the records of Euroclear and Clearstream, Luxembourg, as applicable.
6.4 Specific provisions in relation to payments in respect of certain types of Notes
Payments of instalments of principal (if any) in respect of definitive Notes, other than the final instalment, will (subject as provided below) be made in the manner provided in Condition 6.1 above only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of the relevant Receipt in accordance with the preceding paragraph. Payment of the final instalment will be made in the manner provided in Condition 6.1 above only against presentation and surrender (or, in the case of part payment of any sum due, endorsement) of the relevant Note in accordance with the preceding paragraph. Each Receipt must be presented for payment of the relevant instalment together with the definitive Note to which it appertains. Receipts presented without the definitive Note to which they appertain do not constitute valid obligations of the Issuer. Upon the date on which any definitive Note becomes due and repayable, unmatured Receipts (if any) relating thereto (whether or not attached) shall become void and no payment shall be made in respect thereof.
Upon the date on which any Dual Currency Note or Index Linked Note in definitive form becomes due and repayable, unmatured Coupons and Talons (if any) relating thereto (whether or not attached) shall become void and no payment or, as the case may be, exchange for further Coupons shall be made in respect thereof.
6.5 General provisions applicable to payments
The holder of a Global Note shall be the only person entitled to receive payments in respect of Notes represented by such Global Note and the Issuer or, as the case may be, the Guarantors will be discharged by payment to, or to the order of, the holder of such Global Note in respect of
each amount so paid. Each of the persons shown in the records of Euroclear or Clearstream, Luxembourg as the beneficial holder of a particular nominal amount of Notes represented by such Global Note must look solely to Euroclear or Clearstream, Luxembourg, as the case may be, for his share of each payment so made by the Issuer or, as the case may be, the Guarantors to, or to the order of, the holder of such Global Note.
Notwithstanding the foregoing provisions of this Condition, if any amount of principal and/or interest in respect of Notes is payable in U.S. dollars, such U.S. dollar payments of principal and/or interest in respect of such Notes will be made at the specified office of a Paying Agent in the United States if:
(a) the Issuer has appointed Paying Agents with specified offices outside the United States with the reasonable expectation that such Paying Agents would be able to make payment in U.S. dollars at such specified offices outside the United States of the full amount of principal and interest on the Notes in the manner provided above when due;
(b) payment of the full amount of such principal and interest at all such specified offices outside the United States is illegal or effectively precluded by exchange controls or other similar restrictions on the full payment or receipt of principal and interest in U.S. dollars; and
(c) such payment is then permitted under United States law without involving, in the opinion of the Issuer and the Guarantors, adverse tax consequences to the Issuer or the Guarantors.
6.6 Payment Day
If the date for payment of any amount in respect of any Note, Receipt or Coupon is not a Payment Day, the holder thereof shall not be entitled to payment until the next following Payment Day in the relevant place and shall not be entitled to further interest or other payment in respect of such delay. For these purposes, Payment Day means any day which (subject to Condition 8) is:
(a) a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in:
(i) in the case of Notes in definitive form only, the relevant place of presentation;
(ii) each Additional Financial Centre specified in the applicable Pricing Supplement; and
(b) either (A) in relation to any sum payable in a Specified Currency other than euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in the principal financial centre of the country of the relevant Specified Currency (which if the Specified Currency is Australian dollars or New Zealand dollars shall be Sydney and Auckland, respectively) or (B) in relation to any sum payable in euro, a day on which the TARGET2 System is open.
6.7 Interpretation of principal and interest
Any reference in these Conditions to principal in respect of the Notes shall be deemed to include, as applicable:
(a) any additional amounts which may be payable with respect to principal under Condition 8 or under any undertaking or covenant given in addition thereto, or in substitution therefor, pursuant to the Trust Deed;
(b) the Final Redemption Amount of the Notes;
(c) the Early Redemption Amount of the Notes;
(d) the Optional Redemption Amount(s) (if any) of the Notes;
(e) in relation to Notes redeemable in instalments, the Instalment Amounts;
(f) in relation to Zero Coupon Notes, the Amortised Face Amount (as defined in Condition 7.7); and
(g) any premium and any other amounts (other than interest) which may be payable by the Issuer under or in respect of the Notes.
Any reference in these Conditions to interest in respect of the Notes shall be deemed to include, as applicable, any additional amounts which may be payable with respect to interest under Condition 8 or under any undertaking or covenant given in addition thereto, or in substitution therefor, pursuant to the Trust Deed.
7. REDEMPTION AND PURCHASE
7.1 Redemption at maturity
Unless previously redeemed or purchased and cancelled as specified below, each Note will be redeemed by the Issuer at its Final Redemption Amount specified in the applicable Pricing Supplement in the relevant Specified Currency on the Maturity Date specified in the applicable Pricing Supplement.
7.2 Redemption for tax reasons
The Notes may be redeemed at the option of the Issuer in whole, but not in part, at any time (if this Note is not a Floating Rate Note) or on any Interest Payment Date (if this Note is a Floating Rate Note), on giving not less than the minimum period and not more than the maximum period of notice specified in the applicable Pricing Supplement to the Trustee and the Principal Paying Agent and, in accordance with Condition 14, the Noteholders (which notice shall be irrevocable), if the Issuer satisfies the Trustee immediately before the giving of such notice that:
(a) on the occasion of the next payment due under the Notes, the Issuer has or will become obliged to pay additional amounts as provided or referred to in Condition 8 or any Guarantor would be unable for reasons outside its control to procure payment by the Issuer and in making payment itself would be required to pay such additional amounts, in each case as a result of any change in, or amendment to, the laws or regulations of a Tax Jurisdiction (as defined in Condition 8) or any change in the application or official interpretation of such laws or regulations, which change or amendment becomes effective on or after the date on which agreement is reached to issue the first Tranche of the Notes (or the Guarantees, as the case may be); and
(b) such obligation cannot be avoided by the Issuer or, as the case may be, the relevant Guarantor taking reasonable measures available to it,
provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer or, as the case may be, the relevant Guarantor would be obliged to pay such additional amounts were a payment in respect of the Notes then due.
Prior to the publication of any notice of redemption pursuant to this Condition, the Issuer shall deliver to the Trustee to make available at its specified office to the Noteholders (i) a certificate signed by two Directors of the Issuer or, as the case may be, two Directors of the relevant Guarantor stating that the Issuer is entitled to effect such redemption and setting forth a
statement of facts showing that the conditions precedent to the right of the Issuer so to redeem have occurred and (ii) an opinion of independent legal advisers of recognised standing to the effect that the Issuer or, as the case may be, the relevant Guarantor has or will become obliged to pay such additional amounts as a result of such change or amendment and the Trustee shall be entitled to accept the certificate as sufficient evidence of the satisfaction of the conditions precedent set out above, in which event it shall be conclusive and binding on the Noteholders, the Receiptholders and the Couponholders.
Notes redeemed pursuant to this Condition 7.2 will be redeemed at their Early Redemption Amount referred to in Condition 7.7 below together (if appropriate) with interest accrued to (but excluding) the date of redemption.
7.3 Redemption at the option of the Issuer (Issuer Call)
If Issuer Call is specified as being applicable in the applicable Pricing Supplement, the Issuer may, having given not less than the minimum period nor more than the maximum period of notice specified in applicable Pricing Supplement to the Noteholders in accordance with Condition 14 (which notice shall be irrevocable and shall specify the date fixed for redemption), redeem all or some only of the Notes then outstanding on any Optional Redemption Date and at the Optional Redemption Amount(s) specified in the applicable Pricing Supplement together, if appropriate, with interest accrued to (but excluding) the relevant Optional Redemption Date. Any such redemption must be of a nominal amount not less than the Minimum Redemption Amount and not more than the Maximum Redemption Amount, in each case as may be specified in the applicable Pricing Supplement. The Optional Redemption Amount will either be:
(a) the specified percentage of the nominal amount of the Notes stated in the applicable Pricing Supplement, or
(b) if either Spens Amount or Make Whole Redemption Amount is specified in the applicable Pricing Supplement, will be:
(i) if Spens Amount is specified as being applicable in the applicable Pricing Supplement, the higher of (i) 100 per cent. of the nominal amount outstanding of the Notes to be redeemed and (ii) the nominal amount outstanding of the Notes to be redeemed multiplied by the price, as reported to the Issuer and the Trustee by the Determination Agent, at which the Gross Redemption Yield on such Notes on the Reference Date is equal to the Gross Redemption Yield (determined by reference to the middle market price) at the Quotation Time on the Reference Date of the Reference Bond, plus the Redemption Margin; or
(ii) if Make Whole Redemption Amount is specified as applicable in the applicable Pricing Supplement, the higher of (i) 100 per cent. of the nominal amount outstanding of the Notes to be redeemed and (ii) the sum of the present values of the nominal amount outstanding of the Notes to be redeemed and the Remaining Term Interest on such Notes (exclusive of interest accrued to the date of redemption) and such present values shall be calculated by discounting such amounts to the date of redemption on an annual basis (assuming a 360-day year consisting of twelve 30-day months or, in the case of an incomplete month, the number of days elapsed) at the Reference Bond Rate, plus the Redemption Margin,
all as determined by the Determination Agent, or
(c) determined in accordance with the provisions set out in the applicable Pricing Supplement.
In this Condition:
DA Selected Bond means a government security or securities selected by the Determination Agent as having an actual or interpolated maturity comparable with the remaining term of the Notes, that would be utilised, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities denominated in the Specified Currency and of a comparable maturity to the remaining term of the Notes;
Determination Agent means an investment bank or financial institution of international standing selected by the Issuer;
Gross Redemption Yield means, with respect to a security, the gross redemption yield on such security, expressed as a percentage and calculated by the Determination Agent on the basis set out by the United Kingdom Debt Management Office in the paper "Formulae for Calculating Gilt Prices from Yields", page 5, Section One: Price/Yield Formulae "Conventional Gilts"; Double dated and Undated Gilts with Assumed (or Actual) Redemption on a Quasi-Coupon Date" (published 8 June 1998 and updated on 15 January 2002, 16 March 2005 and as further amended or updated from time to time) on a semi-annual compounding basis (converted to an annualised yield and rounded up (if necessary) to four decimal places) or on such other basis as the Trustee (in its absolute discretion) may approve;
Make Whole Redemption Amount has the meaning given in Condition 7.3(b)(ii) above;
Quotation Time shall be as set out in the applicable Pricing Supplement;
Redemption Margin shall be as set out in the applicable Pricing Supplement;
Reference Bond shall be as set out in the applicable Pricing Supplement or the DA Selected Bond;
Reference Bond Price means, with respect to Reference Date, (i) the arithmetic average of the Reference Government Bond Dealer Quotations for such Reference Date, after excluding the highest and lowest such Reference Government Bond Dealer Quotations, or (ii) if the Determination Agent obtains fewer than four such Reference Government Bond Dealer Quotations, the arithmetic average of all such quotations;
Reference Bond Rate means, with respect to Reference Date, the rate per annum equal to the annual or semi-annual yield (as the case may be) to maturity or interpolated yield to maturity (on the relevant day count basis) of the Reference Bond, assuming a price for the Reference Bond (expressed as a percentage of its nominal amount) equal to the Reference Bond Price for such Reference Date;
Reference Date will be set out in the relevant notice of redemption;
Reference Government Bond Dealer means each of three brokers or market makers selected by the Determination Agent, or their affiliates, which are (i) primary government securities dealers, and their respective successors, or (ii) market makers in pricing corporate bond issues;
Reference Government Bond Dealer Quotations means, with respect to each Reference Government Bond Dealer and any date of redemption, the arithmetic average, as determined by the Determination Agent, of the bid and offered prices for the Reference Bond (expressed in each case as a percentage of its nominal amount) at the Quotation Time on the Reference Date quoted in writing to the Determination Agent by such Reference Government Bond Dealer;
Remaining Term Interest means, with respect to any Note, the aggregate amount of scheduled payment(s) of interest on such Note for the remaining term of such Note determined on the basis of the rate of interest applicable to such Note from and including the date on which such Note is to be redeemed by the Issuer pursuant to this Condition 7.3; and
Spens Amount has the meaning given in Condition 7.3(b)(i) above.
In the case of a partial redemption of Notes, the Notes to be redeemed (Redeemed Notes) will (i) in the case of Redeemed Notes represented by definitive Notes, be selected individually by lot, not more than 30 days prior to the date fixed for redemption and (ii) in the case of Redeemed Notes represented by a Global Note, be selected in accordance with the rules of Euroclear and/or Clearstream, Luxembourg, (to be reflected in the records of Euroclear and Clearstream, Luxembourg as either a pool factor or a reduction in nominal amount, at their discretion). In the case of Redeemed Notes represented by definitive Notes, a list of the serial numbers of such Redeemed Notes will be published in accordance with Condition 14 not less than 15 days prior to the date fixed for redemption.
7.4 Redemption at par at the option of the Issuer (Issuer Par Call)
If Issuer Par Call is specified as being applicable in the applicable Pricing Supplement, the Issuer may, having given not less than the minimum period nor more than the maximum period of notice specified in the applicable Pricing Supplement to the Trustee, the Principal Paying Agent and the Noteholders in accordance with Condition 14 (Notices) (which notice shall be irrevocable and shall specify the date fixed for redemption), redeem all or some only of the Notes then outstanding at their nominal amount together with interest accrued to, (but excluding) the date fixed for redemption at any time during the period starting on (and including) the Issuer Par Call Date specified in the applicable Pricing Supplement and ending on (but excluding) the Maturity Date. Any such redemption must be of a nominal amount not less than the Minimum Redemption Amount and not more than the Maximum Redemption Amount, in each case as may be specified in the applicable Pricing Supplement.
In the case of a partial redemption of Notes, the Notes to be redeemed (Redeemed Notes) will (i) in the case of Redeemed Notes represented by definitive Notes, be selected individually by lot, not more than 30 days prior to the date fixed for redemption and (ii) in the case of Redeemed Notes represented by a Global Note, be selected in accordance with the rules of Euroclear and/or Clearstream, Luxembourg, (to be reflected in the records of Euroclear and Clearstream, Luxembourg as either a pool factor or a reduction in nominal amount, at their discretion). In the case of Redeemed Notes represented by definitive Notes, a list of the serial numbers of such Redeemed Notes will be published in accordance with Condition 14 (Notices) not less than 15 days prior to the date fixed for redemption.
7.5 Redemption at the option of the Noteholders (Investor Put)
If Investor Put is specified as being applicable in the applicable Pricing Supplement, upon the holder of any Note giving to the Issuer in accordance with Condition 14 not less than the minimum period nor more than the maximum period of notice specified in the applicable Pricing Supplement, the Issuer will, upon the expiry of such notice, redeem such Note on the Optional Redemption Date and at the Optional Redemption Amount together, if appropriate, with interest accrued to (but excluding) the Optional Redemption Date.
To exercise the right to require redemption of this Note the holder of this Note must, if this Note is in definitive form and held outside Euroclear and Clearstream, Luxembourg, deliver, at the specified office of any Paying Agent at any time during normal business hours of such Paying Agent falling within the notice period, a duly completed and signed notice of exercise in the form (for the time being current) obtainable from any specified office of any Paying Agent (a Put Notice) and in which the holder must specify a bank account to which payment is to be made under this Condition and the Put Notice must be accompanied by this Note or evidence satisfactory to the Paying Agent concerned that this Note will, following delivery of the Put Notice, be held to its order or under its control. If this Note is represented by a Global Note or is in definitive form and held through Euroclear or Clearstream, Luxembourg, to exercise the right to require redemption of this Note the holder of this Note must, within the notice period, give notice to the Principal Paying Agent of such exercise in accordance with the standard procedures of Euroclear and Clearstream, Luxembourg (which may include notice being given on his instruction by Euroclear or Clearstream, Luxembourg or any common depositary or common
safekeeper, as the case may be, for them to the Principal Paying Agent by electronic means) in a form acceptable to Euroclear and Clearstream, Luxembourg from time to time.
Any Put Notice or other notice given in accordance with the standard procedures of Euroclear and Clearstream, Luxembourg by a holder of any Note pursuant to this Condition 7.5 shall be irrevocable except where, prior to the due date of redemption, an Event of Default has occurred and the Trustee has declared the Notes to be due and payable pursuant to Condition 10, in which event such holder, at its option, may elect by notice to the Issuer to withdraw the notice given pursuant to this Condition 7.5.
7.6 Redemption at the option of Noteholders on a Change of Control (Change of Control Put)
(a) A Put Event will be deemed to occur if:
(i) (A) any person or any persons acting in concert (as defined in the City Code on Takeovers and Mergers), other than a holding company (as defined in Section 736 of the Companies Act 1985, as amended) whose shareholders are or are to be substantially similar to the pre-existing shareholders of the Issuer, shall become interested (within the meaning of Part VI of the Companies Act 1985, as amended) in (x) more than 50 per cent. of the issued or allotted ordinary share capital of the Issuer or (y) shares in the capital of the Issuer carrying more than 50 per cent. of the voting rights normally exercisable at a general meeting of the Issuer, or (B) any of the Guarantors ceases to be a direct or indirect Subsidiary of the Issuer (except where such Guarantor has been released (or will be released simultaneously with its ceasing to be a Subsidiary) from its obligations under the Notes Guarantee in accordance with Condition 3.3) (each, a Change of Control); and
(ii) at the time of the occurrence of a Change of Control, the Notes carry an investment grade credit rating Baa3/BBB-, or equivalent, or better), from any Rating Agency and such rating from any Rating Agency is, within a period ending 120 days after announcement of the Change of Control having occurred (or such longer period as the Notes are under consideration, announced publicly within such 120 day period, for rating review), either downgraded to a non- investment grade credit rating (Ba1/BB+, or equivalent, or worse) or withdrawn; and
(iii) in making the relevant decision(s) referred to above, the relevant Rating Agency announces publicly or confirms in writing to the Issuer or the Trustee that such decision(s) resulted, in whole or in part, from the occurrence of the Change of Control.
Further, (aa) if at the time of the occurrence of the Change of Control the Notes carry either a non-investment grade credit rating from each Rating Agency then assigning a credit rating to the Notes or no credit rating from any Rating Agency, a Put Event will be deemed to occur upon the occurrence of a Change of Control alone; and (bb) if at the time of the occurrence of the Change of Control the Notes carry a rating from more than one Rating Agency, at least one of which is investment grade, then sub-paragraph (ii) will apply.
(b) If a Put Event occurs, each Noteholder shall have the option to require the Issuer to redeem or repay that Note on the Put Date (as defined below) at its principal amount together with interest accrued to but excluding the date of redemption or purchase. Such option shall operate as set out below.
(c) Promptly upon the Issuer or any of the Guarantors becoming aware that a Put Event has occurred the Issuer or the relevant Guarantor shall notify the Trustee in writing and the Issuer or the relevant Guarantor shall, and at any time upon the Trustee receiving such
express notice the Trustee may, and if so requested by the holders of at least one-quarter in nominal amount of the Notes then outstanding or if so directed by an Extraordinary Resolution of the Noteholders, shall (subject in each case to being indemnified and/or secured and/or pre-funded to its satisfaction), give notice (a Put Event Notice) to the Noteholders in accordance with Condition 14 specifying the nature of the Put Event and the procedure for exercising the option contained in this Condition 7.6.
(d) To exercise the option to require the redemption or repayment of a Note under this Condition 7.6 the holder of the Note must deliver such Note, on any day on which commercial banks and foreign exchange markets are open in the city of the relevant Paying Agent falling within the period (the Put Period) of 45 days after a Put Event Notice is given, at the specified office of any Paying Agent, accompanied by a duly signed and completed notice of exercise in the form (for the time being current) obtainable from the specified office of any Paying Agent (a Change of Control Put Notice). The Note should be delivered together with all Coupons appertaining thereto maturing after the date which is seven days after the expiration of the Put Period (the Put Date), failing which the Paying Agent will require payment of an amount equal to the face value of any missing such Coupon. Any amount so paid will be reimbursed in the manner provided in Condition 6.2 against presentation and surrender of the relevant missing Coupon (or any replacement therefor issued pursuant to Condition 11) at any time after such payment, but before the expiry of the period of 10 years from the Relevant Date (as defined in Condition 8) in respect of that Coupon. The Paying Agent to which such Note and Change of Control Put Notice are delivered will issue to the Noteholder concerned a non-transferable receipt in respect of the Note so delivered. Payment in respect of any Note so delivered will be made, if the holder duly specified a bank account in the Change of Control Put Notice to which payment is to be made, on the Put Date by transfer to that bank account and, in every other case, on or after the Put Date against presentation and surrender or (as the case may be) endorsement of such receipt at the specified office of any Paying Agent. A Change of Control Put Notice, once given, shall be irrevocable. The Issuer shall redeem or repay the relevant Notes on the Put Date unless previously redeemed and cancelled.
If 80 per cent. or more in nominal amount of the Notes then outstanding have been redeemed pursuant to this Condition 7.6, the Issuer may, on not less than 30 or more than 60 days' notice to the Noteholders given within 30 days after the Put Date, redeem, at its option, the remaining Notes as a whole at their principal amount plus interest accrued to but excluding the date of such redemption.
(e) If the rating designations employed by any of Moody's, S&P or Fitch are changed from those which are described in paragraph (a)(ii) above, or if a rating is procured from a Substitute Rating Agency, the Issuer shall determine, with the agreement of the Trustee, the rating designations of Moody's or S&P or Fitch or such Substitute Rating Agency (as appropriate) as are most equivalent to the prior rating designations of Moody's or S&P or Fitch and paragraph (a)(ii) shall be read accordingly.
(f) The Trustee is under no obligation to ascertain whether a Put Event or Change of Control or any event which could lead to the occurrence of or could constitute a Put Event or Change of Control has occurred and, until it shall have express notice in writing pursuant to the Trust Deed to the contrary, the Trustee may assume that no Put Event or Change of Control or other such event has occurred.
(g) In these Conditions Rating Agency means Moody's Investors Service Ltd. (Moody's) or Standard & Poor's Credit Market Services France SAS (S&P) or Fitch Ratings Ltd (Fitch), or their respective successors or any rating agency (a Substitute Rating Agency) substituted for any of them by the Issuer from time to time with the prior written approval of the Trustee.
7.7 Early Redemption Amounts
For the purpose of Condition 7.2 above and Condition 10, each Note will be redeemed at its Early Redemption Amount calculated as follows:
(a) in the case of a Note with a Final Redemption Amount equal to the Issue Price, at the Final Redemption Amount thereof;
(b) in the case of a Note (other than a Zero Coupon Note) with a Final Redemption Amount which is or may be less or greater than the Issue Price or which is payable in a Specified Currency other than that in which the Note is denominated, at the amount specified in the applicable Pricing Supplement or, if no such amount or manner is so specified in the applicable Pricing Supplement, at its nominal amount; or
(c) in the case of a Zero Coupon Note, at an amount (the Amortised Face Amount) calculated in accordance with the following formula:
y Early Redemption Amount RP 1 AY
where:
RP means the Reference Price;
AY means the Accrual Yield expressed as a decimal; and
y is the Day Count Fraction specified in the applicable Pricing Supplement which will be either (i) 30/360 (in which case the numerator will be equal to the number of days (calculated on the basis of a 360-day year consisting of 12 months of 30 days each) from (and including) the Issue Date of the first Tranche of the Notes to (but excluding) the date fixed for redemption or (as the case may be) the date upon which such Note becomes due and repayable and the denominator will be 360) or (ii) Actual/360 (in which case the numerator will be equal to the actual number of days from (and including) the Issue Date of the first Tranche of the Notes to (but excluding) the date fixed for redemption or (as the case may be) the date upon which such Note becomes due and repayable and the denominator will be 360) or (iii) Actual/365 (in which case the numerator will be equal to the actual number of days from (and including) the Issue Date of the first Tranche of the Notes to (but excluding) the date fixed for redemption or (as the case may be) the date upon which such Note becomes due and repayable and the denominator will be 365)
7.8 Specific redemption provisions applicable to certain types of Notes
The Final Redemption Amount, any Optional Redemption Amount and the Early Redemption Amount in respect of Index Linked Redemption Notes and Dual Currency Redemption Notes may be specified in, or determined in the manner specified in, the applicable Pricing Supplement. For the purposes of Condition 6.2, Index Linked Interest Notes and Dual Currency Interest Notes may be redeemed only on an Interest Payment Date.
Instalment Notes will be redeemed in the Instalment Amounts and on the Instalment Dates specified in the applicable Pricing Supplement. In the case of early redemption, the Early Redemption Amount of Instalment Notes will be determined in the manner specified in the applicable Pricing Supplement.
Partly Paid Notes will be redeemed, whether at maturity, early redemption or otherwise, in accordance with the provisions of this Condition and the applicable Pricing Supplement.
7.9 Purchases
The Issuer, the Guarantors, any of their respective Subsidiaries, any holding company of the Issuer or any Guarantor or any other Subsidiary of any such holding company may at any time purchase Notes (provided that, in the case of definitive Notes, all unmatured Receipts, Coupons and Talons appertaining thereto are purchased therewith) at any price in the open market or otherwise. Such Notes may be held, reissued, resold or, at the option of the Issuer or the relevant Guarantor, surrendered to any Paying Agent for cancellation.
7.10 Cancellation
All Notes which are redeemed will forthwith be cancelled (together with all unmatured Receipts, Coupons and Talons attached thereto or surrendered therewith at the time of redemption). All Notes so cancelled and any Notes purchased and cancelled pursuant to Condition 7.9 above (together with all unmatured Receipts, Coupons and Talons cancelled therewith) shall be forwarded to the Principal Paying Agent and cannot be reissued or resold.
7.11 Late payment on Zero Coupon Notes
If the amount payable in respect of any Zero Coupon Note upon redemption of such Zero Coupon Note pursuant to Condition 7.1 (Redemption at maturity), 7.2 (Redemption for tax reasons), 7.3 (Redemption at the option of the Issuer (Issuer Call)), 7.4 (Redemption at par at the option of the Issuer (Issuer Par Call)), 7.5 (Redemption at the option of the Noteholders (Investor Put)) or 7.6 (Redemption at the option of the Noteholders on a change of control (Change of Control Put)) above or upon its becoming due and repayable as provided in Condition 10 is improperly withheld or refused, the amount due and repayable in respect of such Zero Coupon Note shall be the amount calculated as provided in Condition 7.7(c) above as though the references therein to the date fixed for the redemption or the date upon which such Zero Coupon Note becomes due and payable were replaced by references to the date which is the earlier of:
(a) the date on which all amounts due in respect of such Zero Coupon Note have been paid; and
(b) five days after the date on which the full amount of the moneys payable in respect of such Zero Coupon Notes has been received by the Principal Paying Agent or the Trustee and notice to that effect has been given to the Noteholders in accordance with Condition 14.
8. TAXATION
All payments of principal, interest and premium by or on behalf of the Issuer or any of the Guarantors in respect of the Notes, Receipts and Coupons or under the Guarantees will be made without withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by any Tax Jurisdiction unless such withholding or deduction is required by law. In such event, the Issuer or, as the case may be, the relevant Guarantor will pay such additional amounts as shall be necessary in order that the net amounts received by the holders of the Notes, Receipts or Coupons after such withholding or deduction shall equal the respective amounts of principal, interest and premium which would otherwise have been receivable in respect of the Notes, Receipts or Coupons, as the case may be, in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any Note, Receipt or Coupon:
(a) presented for payment in the United Kingdom, the Republic of France, the Federal Republic of Germany or Jersey; or
(b) the holder of which is liable for such taxes, duties, assessments or governmental charges in respect of such Note, Receipt or Coupon by reason of his having some connection with the United Kingdom (in the case of a Note issued by WPP Finance 2013, WPP Finance 2016 or WPP Finance 2017), the Republic of France (in the case of a Note issued by WPP Finance S.A.) or the Federal Republic of Germany (in the case of a Note issued by WPP Finance Deutschland GmbH) other than the mere holding of such Note, Receipt or Coupon; or
(c) presented for payment more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to such additional amounts on presenting the same for payment on such thirtieth day assuming that day to have been a Payment Day (as defined in Condition 6.6); or
(d) where such deduction or withholding is required to be made by reason of that payment being (i) paid to an account held in, or (ii) paid or accrued to a person established or domiciled in a non-cooperative State or territory (Etat ou territoire non coopératif) within the meaning of Article 238-0-A of the French Tax Code (Code général des impôts), pursuant to Articles 125 A III or 119 bis of the French Tax Code (Code général des impôts).
Notwithstanding any other provision of these Conditions, any amounts to be paid on the Notes by or on behalf of the Issuers will be paid net of any (i) FATCA Withholding or (ii) 871(m) Withholding. Neither the Issuer nor any other person will be required to pay any additional amounts in respect of FATCA Withholding or 871(m) Withholding. As used herein:
Tax Jurisdiction means (i) the United Kingdom or any political subdivision or any authority thereof or therein having power to tax (in the case of payments by WPP Finance 2013, WPP Finance 2016, WPP Finance 2017, WPP 2005 Limited or WPP Jubilee Limited), (ii) the Republic of France and the United Kingdom or, in each case, any political subdivision or any authority thereof or therein having power to tax (in the case of payments by WPP Finance S.A.), (iii) the Federal Republic of Germany and the United Kingdom, or in each case, any political subdivision or any authority thereof or therein having power to tax (in the case of payments by WPP Finance Deutschland GmbH) or (iv) Jersey and the United Kingdom or, in each case, any political subdivision or any authority thereof or therein having power to tax (in the case of payments by WPP plc); and
the Relevant Date means the date on which such payment first becomes due, except that, if the full amount of the moneys payable has not been duly received by the Trustee or the Principal Paying Agent on or prior to such due date, it means the date on which, the full amount of such moneys having been so received, notice to that effect is duly given to the Noteholders in accordance with Condition 14.
9. PRESCRIPTION
The Notes, Receipts and Coupons will become void unless claims in respect of principal and/or interest are made within a period of 10 years (in the case of principal) and five years (in the case of interest) after the Relevant Date (as defined in Condition 8) therefor.
There shall not be included in any Coupon sheet issued on exchange of a Talon any Coupon the claim for payment in respect of which would be void pursuant to this Condition or Condition 6.2 or any Talon which would be void pursuant to Condition 6.2.
10. EVENTS OF DEFAULT AND ENFORCEMENT
10.1 Events of Default
If any of the following events (each an Event of Default) occurs and is continuing the Trustee at its discretion may, and if so requested by holders of at least one-quarter in principal amount of the Notes then outstanding or if so directed by an Extraordinary Resolution shall (subject in each case to being indemnified and/or secured and/or pre-funded to its satisfaction), give notice to the Issuer and the Guarantors that the Notes are, and they shall immediately become, due and payable at their principal amount together with accrued interest:
(a) Non-Payment
The Issuer fails to pay the principal of or any interest on any of the Notes when due and, in the case of interest, such failure continues for a period of seven days.
(b) Breach of Other Obligations
The Issuer or any of the Guarantors does not perform or comply with any one or more of its other obligations in the Notes or the Trust Deed which default is incapable of remedy or, if in the opinion of the Trustee capable of remedy, is not in the opinion of the Trustee remedied within 30 days after written notice of such default shall have been given to the Issuer or, as the case may be, the relevant Guarantor by the Trustee.
(c) Cross-Default
(i) any other present or future indebtedness of the Issuer or any of the Guarantors or any Principal Subsidiary for or in respect of moneys borrowed or raised becomes due and payable prior to its stated maturity by reason of any actual or potential default, event of default or the like (howsoever described); or
(ii) any such indebtedness is not paid when due or, as the case may be, within any applicable grace period (as originally provided); or
(iii) the Issuer or any of the Guarantors or any Principal Subsidiary fails to pay when due any amount payable by it under any present or future guarantee for, or indemnity in respect of, any moneys borrowed or raised, provided that the aggregate amount of the relevant indebtedness, guarantees and indemnities in respect of which one or more of the events mentioned above in this paragraph (c) have occurred equals or exceeds £30,000,000 or its equivalent (as reasonably determined by the Trustee).
(d) Enforcement Proceedings
A distress, attachment, execution or other legal process is levied, enforced or sued out on or against any part of the property, assets or revenues of the Issuer or any of the Guarantors or any Principal Subsidiary and is not discharged or stayed within 30 days.
(e) Security Enforced
Any mortgage, charge, pledge, lien or other encumbrance, present or future, created or assumed by the Issuer or any of the Guarantors or any Principal Subsidiary becomes enforceable and any step is taken to enforce it (including the taking of possession or the appointment of a receiver, administrative receiver, manager or other similar person).
(f) Insolvency
(i) the Issuer or any of the Guarantors or any Principal Subsidiary is (or is, or could be, deemed by law or a court to be) insolvent or unable to pay its debts (within the meaning of Section 123(1)(b), (c), (d) or (e) or Section 123(2) of the Insolvency Act 1986) or bankrupt within the meaning of Article 8 of the Interpretation (Jersey) Law of 1954; or
(ii) the Issuer or any of the Guarantors or any Principal Subsidiary stops, suspends or threatens to stop or suspend payment of all or, in the opinion of the Trustee, a material part of (or of a particular type of) its debts, proposes or makes any agreement for the deferral, rescheduling or other readjustment of all of (or all of a particular type of) its debts (or of any part which it will or might otherwise be unable to pay when due), proposes or makes a general assignment or an arrangement or composition with or for the benefit of the relevant creditors in respect of any of such debts, or a moratorium is agreed or declared or comes into effect in respect of or affecting all or any part of (or of a particular type of) the debts of the Issuer, any of the Guarantors or any Principal Subsidiary.
(g) Winding-up
An administrator or examiner is appointed, an order is made or an effective resolution passed for the winding-up or dissolution or administration or examinership of the Issuer or any of the Guarantors or any Principal Subsidiary, or the Issuer or any of the Guarantors or any Principal Subsidiary ceases or threatens to cease to carry on all or, in the opinion of the Trustee, substantially all of its business or operations, except for the purpose of and followed by (i) a reconstruction, amalgamation, reorganisation, merger or consolidation on terms approved by the Trustee or by an Extraordinary Resolution of the Noteholders, or (ii) in the case of a Principal Subsidiary, a voluntary solvent winding-up.
(h) Analogous Events
Any event occurs which under the laws of any relevant jurisdiction has an analogous effect to any of the events referred to in any of the foregoing paragraphs (including without limitation, the declaration of the assets of the Issuer or any Guarantor en désastre).
(i) Note Guarantee
The Note Guarantee is not (or is claimed by or on behalf of any of the Guarantors not to be) in full force and effect,
provided that in the case of paragraphs (b), (d), and (e), and, in relation only to a Principal Subsidiary (f), (g) and (h), the Trustee shall have certified that in its opinion such event is materially prejudicial to the interests of the Noteholders.
10.2 Enforcement
At any time after the Notes become due and payable, the Trustee may at any time, at its discretion and without notice, take such, steps, actions or proceedings against the Issuer and/or any of the Guarantors as it may think fit to enforce the provisions of the Trust Deed, the Notes, the Receipts and the Coupons, but it shall not be bound to take any such, steps, actions or proceedings or any other action in relation to the Trust Deed, the Notes, the Receipts or the Coupons unless (i) it shall have been so directed by an Extraordinary Resolution or so requested in writing by the holders of at least one-quarter in nominal amount of the Notes then outstanding and (ii) it shall have been indemnified and/or secured and/or pre-funded to its satisfaction.
No Noteholder, Receiptholder or Couponholder shall be entitled to proceed directly against the Issuer or any of the Guarantors unless the Trustee, having become bound so to proceed, fails so to do within a reasonable period and the failure shall be continuing.
11. REPLACEMENT OF NOTES, RECEIPTS, COUPONS AND TALONS
Should any Note, Receipt, Coupon or Talon be lost, stolen, mutilated, defaced or destroyed, it may be replaced at the specified office of the Principal Paying Agent upon payment by the claimant of such costs and expenses as may be incurred in connection therewith and on such terms as to evidence, security, indemnity and otherwise as the Issuer, the Guarantors and the Agent may require. Mutilated or defaced Notes, Receipts, Coupons or Talons must be surrendered before replacements will be issued.
12. AGENTS
The names of the initial Agents and their initial specified offices are set out below. If any additional Paying Agents are appointed in connection with any Series, the names of such Paying Agents will be specified in Part B of the applicable Pricing Supplement.
The Issuer is entitled, with the prior written approval of the Trustee, to vary or terminate the appointment of any Agent and/or appoint additional or other Agents and/or approve any change in the specified office through which any Agent acts, provided that:
(a) there will at all times be a Principal Paying Agent;
(b) so long as the Notes are listed on any stock exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange or other relevant authority; and
(c) there will at all times be a Paying Agent in a jurisdiction within Europe, other than the jurisdiction in which the Issuer or any Guarantor is incorporated.
In addition, the Issuer shall forthwith appoint a Paying Agent having a specified office in New York City in the circumstances described in Condition 6.5. Notice of any variation, termination, appointment or change in Paying Agents will be given to the Noteholders promptly by the Issuer in accordance with Condition 14.
In acting under the Agency Agreement, the Agents act solely as agents of the Issuer and the Guarantors and, in certain circumstances specified therein, of the Trustee and do not assume any obligation to, or relationship of agency or trust with, any Noteholder, Receiptholder or Couponholder. The Agency Agreement contains provisions permitting any entity into which any Agent is merged or converted or with which it is consolidated or to which it transfers all or substantially all of its assets to become the successor agent.
13. EXCHANGE OF TALONS
On and after the Interest Payment Date on which the final Coupon comprised in any Coupon sheet matures, the Talon (if any) forming part of such Coupon sheet may be surrendered at the specified office of any Paying Agent in exchange for a further Coupon sheet including (if such further Coupon sheet does not include Coupons to (and including) the final date for the payment of interest due in respect of the Note to which it appertains) a further Talon, subject to the provisions of Condition 9.
14. NOTICES
All notices regarding the Notes will be deemed to be validly given if published in a leading English language daily newspaper of general circulation in London. It is expected that any such
publication in a newspaper will be made in the Financial Times in London. If and for so long as the Notes are admitted to trading on, and listed on the Official List of the Irish Stock Exchange plc, trading as Euronext Dublin (Euronext Dublin) and the listing rules of Euronext Dublin so require, all notices to Noteholders shall be deemed to be duly given if they are filed with the Companies Announcement Office of Euronext Dublin. The Issuer shall also ensure that notices are duly published in a manner which complies with the rules of any stock exchange or other relevant authority on which the Notes are for the time being listed or by which they have been admitted to trading. Any such notice will be deemed to have been given on the date of the first publication or, where required to be published in more than one newspaper, on the date of the first publication in all required newspapers. If publication as provided above is not practicable, a notice will be given in such other manner, and will be deemed to have been given on such date, as the Trustee shall approve.
Until such time as any definitive Notes are issued, there may, so long as any Global Notes representing the Notes are held in their entirety on behalf of Euroclear and/or Clearstream, Luxembourg, be substituted for such publication in such newspaper(s) the delivery of the relevant notice to Euroclear and/or Clearstream, Luxembourg for communication by them to the holders of the Notes and, in addition, for so long as any Notes are listed on a stock exchange or are admitted to trading by another relevant authority and the rules of that stock exchange or relevant authority so require, such notice will be published in a daily newspaper of general circulation in the place or places required by those rules. Any such notice shall be deemed to have been given to the holders of the Notes on such day as is specified in the applicable Pricing Supplement after the day on which the said notice was given to Euroclear and Clearstream, Luxembourg.
Notices to be given by any Noteholder shall be in writing and given by lodging the same, together (in the case of any Note in definitive form) with the relative Note or Notes, with the Principal Paying Agent. Whilst any of the Notes are represented by a Global Note, such notice may be given by any holder of a Note to the Principal Paying Agent through Euroclear and/or Clearstream, Luxembourg, as the case may be, in such manner as the Principal Paying Agent and Euroclear and/or Clearstream, Luxembourg, as the case may be, may approve for this purpose.
15. MEETINGS OF NOTEHOLDERS, MODIFICATION, WAIVER AND SUBSTITUTION
The Trust Deed contains provisions for convening meetings of the Noteholders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution of a modification of the Notes, the Receipts, the Coupons or any of the provisions of the Trust Deed (including the Notes Guarantee). Such a meeting may be convened by the Issuer, any Guarantor or the Trustee and shall be convened by the Issuer if required in writing by Noteholders holding not less than 10 per cent. in nominal amount of the Notes for the time being remaining outstanding. The quorum at any such meeting for passing an Extraordinary Resolution is one or more persons holding or representing a clear majority in nominal amount of the Notes for the time being outstanding, or at any adjourned meeting one or more persons being or representing Noteholders whatever the nominal amount of the Notes so held or represented, except that at any meeting the business of which includes the modification of certain provisions of the Notes, the Receipts or the Coupons or the Trust Deed (including, inter alia, modifying the date of maturity of the Notes or any date for payment of interest thereon, reducing or cancelling the principal amount of, or interest on or varying the method of calculating the rate of interest on, the Notes, altering the currency of payment of the Notes, the Receipts or the Coupons, modifying the provisions concerning the quorum required at any meeting of Noteholders or the majority required to pass an Extraordinary Resolution or modifying or cancelling the Notes Guarantee), the quorum shall be one or more persons holding or representing not less than three-quarters in nominal amount of the Notes for the time being outstanding, or at any adjourned such meeting one or more persons holding or representing not less than one-quarter in nominal amount of the Notes for the time being outstanding.
The Trust Deed provides that (i) a resolution passed at a meeting duly convened and held in accordance with the Trust Deed by a majority consisting of not less than three-fourths of the votes cast on such resolution, (ii) a resolution in writing signed by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding or (iii) consent given by way of electronic consents through the relevant clearing system(s) (in a form satisfactory to the Trustee) by or on behalf of the holders of not less than three-fourths in nominal amount of the Notes for the time being outstanding, shall, in each case, be effective as an Extraordinary Resolution of the Noteholders. An Extraordinary Resolution passed by the Noteholders will be binding on all Noteholders, whether or not they are present at any meeting and whether or not they voted on the resolution, and on all Receiptholders and Couponholders.
The Trustee may agree, without the consent of the Noteholders, Receiptholders or Couponholders, to any modification of (except as mentioned in the Trust Deed), or to the waiver or authorisation of any breach or proposed breach of, any of the provisions of the Notes, the Agency Agreement or the Trust Deed, or determine, without any such consent as aforesaid, that any Event of Default or Potential Event of Default shall not be treated as such, where, in any such case, it is not, in the opinion of the Trustee, materially prejudicial to the interests of the Noteholders so to do or may agree, without any such consent as aforesaid, to any modification which is, in its opinion of a formal, minor or technical nature or to correct a manifest error. Any such modification shall be binding on the Noteholders, the Receiptholders and the Couponholders and, if the Trustee so requires, any such modification shall be notified to the Noteholders in accordance with Condition 14 as soon as practicable thereafter.
In connection with the exercise by it of any of its trusts, powers, authorities and discretions (including, without limitation, any modification, waiver, authorisation or determination), the Trustee shall have regard to the general interests of the Noteholders as a class (but shall not have regard to any interests arising from circumstances particular to individual Noteholders, Receiptholders or Couponholders whatever their number) and, in particular but without limitation, shall not have regard to the consequences of any such exercise for individual Noteholders, Receiptholders or Couponholders (whatever their number) resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory or any political sub-division thereof and the Trustee shall not be entitled to require, nor shall any Noteholder, Receiptholder or Couponholder be entitled to claim, from the Issuer, any of the Guarantors, the Trustee or any other person any indemnification or payment in respect of any tax consequences of any such exercise upon individual Noteholders, Receiptholders or Couponholders except to the extent already provided for in Condition 8 and/or any undertaking or covenant given in addition to, or in substitution for, Condition 8 pursuant to the Trust Deed.
The Trust Deed contains provisions permitting the Trustee to agree, subject to such amendment of the Trust Deed and such other conditions as the Trustee may require, but without the consent of the Noteholders, Receiptholders or Couponholders, to the substitution of certain other entities in place of the Issuer, or of any previous substituted company, as principal debtor under the Trust Deed and the Notes. In the case of such a substitution the Trustee may agree, without the consent of the Bondholders or Couponholders, to a change of the law governing the Notes, the Coupons and/or the Trust Deed provided that such change would not in the opinion of the Trustee be materially prejudicial to the interests of the Noteholders.
16. INDEMNIFICATION OF THE TRUSTEE AND TRUSTEE CONTRACTING WITH THE ISSUER AND/OR THE GUARANTORS
The Trust Deed contains provisions for the indemnification of the Trustee and for its relief from responsibility, including provisions relieving it from taking action unless indemnified and/or secured and/or pre-funded to its satisfaction.
The Trust Deed also contains provisions pursuant to which the Trustee is entitled, inter alia, (a) to enter into business transactions with the Issuer, the Guarantors and any entity related to
the Issuer or any of the Guarantors and to act as trustee for the holders of any other securities issued or guaranteed by, or relating to, the Issuer, the Guarantors and any entity related to the Issuer or any of the Guarantors, (b) to exercise and enforce its rights, comply with its obligations and perform its duties under or in relation to any such transactions or, as the case may be, any such trusteeship without regard to the interests of, or consequences for, the Noteholders, Receiptholders or Couponholders and (c) to retain and not be liable to account for any profit made or any other amount or benefit received thereby or in connection therewith.
17. FURTHER ISSUES
The Issuer shall be at liberty from time to time without the consent of the Noteholders, the Receiptholders or the Couponholders to create and issue further notes having terms and conditions the same as the Notes or the same in all respects save for the amount and date of the first payment of interest thereon and so that the same shall be consolidated and form a single Series with the outstanding Notes.
18. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
No person shall have any right to enforce any term or condition of this Note under the Contracts (Rights of Third Parties) Act 1999, but this does not affect any right or remedy of any person which exists or is available apart from that Act.
19. GOVERNING LAW AND SUBMISSION TO JURISDICTION
19.1 Governing law
The Trust Deed (including the Notes Guarantee), the Agency Agreement, the Notes, the Receipts, the Coupons and any non-contractual obligations arising out of or in connection with the Trust Deed (including the Notes Guarantee), the Agency Agreement, the Notes, the Receipts and the Coupons are governed by, and construed in accordance with, English law.
19.2 Submission to jurisdiction
(a) Subject to Condition 19.2(c) below, the English courts have exclusive jurisdiction to settle any dispute arising out of or in connection with the Trust Deed, the Notes, the Receipts and/or the Coupons, including any dispute as to their existence, validity, interpretation, performance, breach or termination or the consequences of their nullity and any dispute relating to any non-contractual obligations arising out of or in connection with the Trust Deed, the Notes, the Receipts and/or the Coupons (a Dispute) and accordingly each of the Issuer and the Trustee and any Noteholders, Receiptholders or Couponholders in relation to any Dispute submits to the exclusive jurisdiction of the English courts.
(b) For the purposes of this Condition 19.2, the Issuer waives any objection to the English courts on the grounds that they are an inconvenient or inappropriate forum to settle any Dispute.
(c) To the extent allowed by law, the Trustee, the Noteholders, the Receiptholders and the Couponholders may, in respect of any Dispute or Disputes, take (i) proceedings in any other court with jurisdiction; and (ii) concurrent proceedings in any number of jurisdictions.
19.3 Appointment of Process Agent
WPP Finance S.A., WPP Finance Deutschland GmbH and WPP plc each irrevocably appoints WPP 2005 Limited at 27 Farm Street, London W1J 5RJ as its agent for service of process in any proceedings before the English courts in relation to any Dispute, and agrees that, in the event of WPP 2005 Limited being unable or unwilling for any reason so to act, it will immediately
appoint another person approved by the Trustee as its agent for service of process in England in respect of any Dispute. WPP Finance S.A., WPP Finance Deutschland GmbH and WPP plc each agrees that failure by a process agent to notify it of any process will not invalidate service. Nothing herein shall affect the right to serve process in any other manner permitted by law.
19.4 Waiver of trial by jury
WITHOUT PREJUDICE TO CONDITION 19.2, EACH OF THE ISSUERS WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION IN CONNECTION WITH THE TRUST DEED, THE NOTES, THE RECEIPTS AND THE COUPONS. THESE CONDITIONS MAY BE FILED AS A WRITTEN CONSENT TO A BENCH TRIAL.
19.5 Other documents and the Guarantors
The Issuers and, where applicable, the Guarantors have in the Trust Deed and the Agency Agreement submitted to the jurisdiction of the English courts and, in the case of WPP Finance S.A., WPP Finance Deutschland GmbH and WPP plc, appointed an agent for service of process in terms substantially similar to those set out above.
USE OF PROCEEDS
Unless otherwise disclosed in connection with a particular issue of Notes in a Pricing Supplement, the Issuers intends to use the net proceeds from the sale of the Notes for the general corporate purposes of the Group, including funding working capital and capital expenditures, possible acquisitions and, subject to market conditions, repayment of debt.
DESCRIPTION OF THE ISSUERS
WPP FINANCE 2013
Introduction
WPP Finance 2013 was incorporated on 30 October 2013 under the Companies Act 2006 as a private unlimited company in England and Wales (company number 8754657). WPP Finance 2013's registered office is located at Sea Containers House, 18 Upper Ground, London, SE1 9GL, United Kingdom and the telephone number of its registered office is (44) 20 7282 4600.
Organisational Structure
As at the date of this Offering Circular, WPP Finance 2013 is wholly owned by WPP Group (UK) Limited which is an indirect wholly owned subsidiary of WPP plc.
There are no specific arrangements in place to ensure that either of WPP Group (UK) Limited or WPP plc does not abuse its control of WPP Finance 2013, but normal legal principles on the directors of WPP Finance 2013's duties to WPP Finance 2013 apply.
Business Overview
WPP Finance 2013 is a finance vehicle, the primary business of which is the raising of money for the purpose of on-lending to other members of the Group (as defined below). Accordingly, substantially all of the assets of WPP Finance 2013 will be loans and advances made to other members of the Group.
The ability of WPP Finance 2013 to satisfy its obligations in respect of the Notes will depend upon payments being made to it by other members of the Group in respect of loans and advances made by it.
Administrative, Management and Supervisory Bodies
As at the date of this Offering Circular, the Directors of WPP Finance 2013 and their other principal activities are as follows:
Director Name Function Other Principal Activities Charles Van Der Welle Director Group Treasurer of WPP Stephen Winters Director Joint Deputy Group Finance Director of WPP
The business address of each of the Directors is Sea Containers House, 18 Upper Ground, London, SE1 9GL, United Kingdom.
There are no other persons with administrative and management responsibilities within WPP Finance 2013.
There are no potential conflicts of interest between the duties owed to WPP Finance 2013 by each of the persons referred to above, and his private interests and/or other duties.
WPP FINANCE 2016
Introduction
WPP Finance 2016 was incorporated on 19 October 2016 under the Companies Act 2006 as a private unlimited company in England and Wales (company number 10436639). WPP Finance 2016's registered office is located at Sea Containers House, 18 Upper Ground, London, SE1 9GL, United Kingdom and the telephone number of its registered office is (44) 20 7282 4600.
Organisational Structure
As at the date of this Offering Circular, WPP Finance 2016 is wholly owned by WPP Group (UK) Limited which is an indirect wholly owned subsidiary of WPP plc.
There are no specific arrangements in place to ensure that either of WPP Group (UK) Limited or WPP plc does not abuse its control of WPP Finance 2016, but normal legal principles on the directors of WPP Finance 2016's duties to WPP Finance 2016 apply.
Business Overview
WPP Finance 2016 is a finance vehicle, the primary business of which is the raising of money for the purpose of on-lending to other members of the Group (as defined below). Accordingly, substantially all of the assets of WPP Finance 2016 will be loans and advances made to other members of the Group.
The ability of WPP Finance 2016 to satisfy its obligations in respect of the Notes will depend upon payments being made to it by other members of the Group in respect of loans and advances made by it.
Administrative, Management and Supervisory Bodies
As at the date of this Offering Circular, the Directors of WPP Finance 2016 and their other principal activities are as follows:
Director Name Function Other Principal Activities Charles Van Der Welle Director Group Treasurer of WPP Stephen Winters Director Joint Deputy Group Finance Director of WPP
The business address of each of the Directors is Sea Containers House, 18 Upper Ground, London, SE1 9GL, United Kingdom.
There are no other persons with administrative and management responsibilities within WPP Finance 2016.
There are no potential conflicts of interest between the duties owed to WPP Finance 2016 by each of the persons referred to above, and his private interests and/or other duties.
WPP FINANCE 2017
Introduction
WPP Finance 2017 was incorporated on 18 October 2016 under the Companies Act 2006 as a private unlimited company in England and Wales (company number 10434442). WPP Finance 2017's registered office is located at Sea Containers House, 18 Upper Ground, London, SE1 9GL, United Kingdom and the telephone number of its registered office is (44) 20 7282 4600.
Organisational Structure
As at the date of this Offering Circular, WPP Finance 2017 is wholly owned by WPP Group (UK) Limited which is an indirect wholly owned subsidiary of WPP plc.
There are no specific arrangements in place to ensure that either of WPP Group (UK) Limited or WPP plc does not abuse its control of WPP Finance 2017, but normal legal principles on the directors of WPP Finance 2017's duties to WPP Finance 2017 apply.
Business Overview
WPP Finance 2017 is a finance vehicle, the primary business of which is the raising of money for the purpose of on-lending to other members of the Group (as defined below). Accordingly, substantially all of the assets of WPP Finance 2017 will be loans and advances made to other members of the Group.
The ability of WPP Finance 2017 to satisfy its obligations in respect of the Notes will depend upon payments being made to it by other members of the Group in respect of loans and advances made by it.
Administrative, Management and Supervisory Bodies
As at the date of this Offering Circular, the Directors of WPP Finance 2017 and their other principal activities are as follows:
Director Name Function Other Principal Activities Charles Van Der Welle Director Group Treasurer of WPP Stephen Winters Director Joint Deputy Group Finance Director of WPP
The business address of each of the Directors is Sea Containers House, 18 Upper Ground, London, SE1 9GL, United Kingdom.
There are no other persons with administrative and management responsibilities within WPP Finance 2017.
There are no potential conflicts of interest between the duties owed to WPP Finance 2017 by each of the persons referred to above, and his private interests and/or other duties.
WPP FINANCE S.A.
Introduction
WPP Finance S.A. (WPP Finance) is a French société anonyme which was incorporated in France under French law on 22 December 1999. It is registered at the Paris Trade and Companies Register with registered number 428 707 087. WPP Finance's registered office is at 32-34 rue Marbeuf, 75008 Paris, France and the telephone number of its registered office is +33(0)1 53 23 31 57.
Organisational Structure
As at the date of this Offering Circular, 99.97 per cent. of WPP Finance's share capital is owned by WPP Finance Holding SAS, which is an indirect wholly owned subsidiary of WPP plc. The remaining 0.03 per cent. of WPP Finance's share capital is owned in equal parts (one share each) by Berkeley Square Holding BV, Dolphin Square Holding BV and WPP France Holdings SAS, each an indirect wholly owned subsidiary of WPP plc and Gilles Bordure, Ralph Clementson and Etienne Perraud (each a director of WPP Finance).
There are no specific arrangements in place to ensure that either of WPP Finance Holding SAS or WPP plc does not abuse its control of WPP Finance, but normal legal principles on the directors of WPP Finance's duties to WPP Finance apply.
Business Overview
WPP Finance is a finance vehicle, the primary business of which is the raising of money for the purpose of on-lending to other members of the Group (as defined below). Accordingly, substantially all of the assets of WPP Finance are loans and advances made to other members of the Group.
The ability of WPP Finance to satisfy its obligations in respect of the Notes will depend upon payments being made to it by other members of the Group in respect of loans and advances made by it.
Administrative, Management and Supervisory Bodies
As at the date of this Offering Circular, the Directors of WPP Finance and their other principal activities are as follows:
Director Name Function Other Principal Activities Director and Chairman Etienne Perraud Accounting Director, Ogilvy France of the Board Gilles Bordure Director Finance Director, Ogilvy France Ralph Clementson Director General Manager, Ogilvy EMEA
The business address of each of the Directors is 32-34 rue Marbeuf, 75008, Paris, France.
There are no other persons with administrative and management responsibilities within WPP Finance.
There are no potential conflicts of interests between any duties owed to WPP Finance by each of the persons referred to above, and their private interests and/or other duties.
WPP FINANCE DEUTSCHLAND GMBH
Introduction
WPP Finance Deutschland GmbH was incorporated on 17 October 2013 as a limited liability company (Gesellschaft mit beschränkter Haftung) under German law in Germany (registered number HRB 97701). WPP Finance Deutschland GmbH's registered office is located at Darmstädter Landstraße 112, 60598 Frankfurt am Main, and the telephone number of its registered office is +49 699 6225 1720.
Organisational Structure
As at the date of this Offering Circular, WPP Finance Deutschland GmbH is wholly owned by WPP Deutschland Holding GmbH & Co. KG, which is an indirect wholly owned subsidiary of WPP plc.
There are no specific arrangements in place to ensure that either of WPP Deutschland Holding GmbH & Co. KG or WPP plc does not abuse its control of WPP Finance Deutschland GmbH, but normal legal principles on the directors of WPP Finance Deutschland GmbH's duties to WPP Finance Deutschland GmbH apply.
Business Overview
WPP Finance Deutschland GmbH is a finance vehicle, the primary business of which is the raising of money for the purpose of on-lending to other members of the Group (as defined below). Accordingly, substantially all of the assets of WPP Finance Deutschland GmbH will be loans and advances made to other members of the Group.
The ability of WPP Finance Deutschland GmbH to satisfy its obligations in respect of the Notes will depend upon payments being made to it by other members of the Group in respect of loans and advances made by it.
Administrative, Management and Supervisory Bodies
As at the date of this Offering Circular, the Directors of WPP Finance Deutschland GmbH and their other principal activities are as follows:
Director Name Function Other Principal Activities Managing Director of Ogilvy GmbH; WPP Managing Director Marketing Communications Germany GmbH, Helmut Hechler (Geschäftsführer) Frankfurt; WPP Service GmbH; WPP Deutschland Verwaltungs GmbH Managing Director of WPP Deutschland Verwaltungs GmbH, Frankfurt; WPP Marketing Communications Germany GmbH, Frankfurt; Managing Director WPP Service GmbH, Frankfurt; WPP Digital Richard Karpik (Geschäftsführer) Germany GmbH, Frankfurt; Lightspeed Research GmbH, Frankfurt; Manager, Treasurer and Secretary: Grey Maryland LLC, Delaware USA Managing Director Charles van der Welle Group Treasurer of WPP (Geschäftsführer)
The business address of Helmut Hechler is c/o Ogilvy GmbH, Darmstädter Landstraße 112, 60598 Frankfurt, Germany, the business address of Richard Karpik is c/o WPP Deutschland Holding GmbH & Co. KG, Darmstädter Landstraße 112, 60598 Frankfurt, Germany and the business address of Charles van der Welle is Sea Containers House, 18 Upper Ground, London, SE1 9GL, United Kingdom.
There are no other persons with administrative and management responsibilities within WPP Finance Deutschland GmbH.
There are no potential conflicts of interests between any duties owed to WPP Finance Deutschland GmbH by any of the persons referred to above, and their private interests and/or other duties.
DESCRIPTION OF THE GUARANTORS
WPP PLC
Introduction
WPP plc (WPP) and its subsidiaries (the Group) comprise one of the largest communications services businesses in the world. At 31 December 2018, the Group had 134,281 employees. For the year ended 31 December 2018, the Group had revenue of £15,602.4 million and operating profit of £1,431.4 million.
WPP's registered office is located at Queensway House, Hilgrove Street, St Helier, Jersey JE1 1ES and its head office is located at Sea Containers House, 18 Upper Ground, London, SE1 9GL. The telephone number of its head office is (44) 20 7282 4600.
The below diagram shows the position of each of the Guarantors and the Issuers within the Group:
WPP plc 100% 100% WPP Guarantors WPP Jubilee 100% WPP Madrid 27.09.2019 Limited Square Limited 100% 100% 85% 15% Lexington 100% WPP 2005 International BV Limited 100% 100% 3.65% 100% 100% 57.65% WPP LN Limited WPP Group (UK) Ltd See Arbour Square BV 100% Note 4 100% 100%
81.68%
WPP Luxembourg Europe Sarl See 2.85% 100% Note 1 100% 100% 100%
97.63% WPP Finance WPP Finance WPP Finance 2013 2016 2017 Vincent Square 100% Dolphin Square 100% 100% 100% Holding BV Holding BV 2.47% 100% 100% 100% 47.08% NOTES WPP Luxembourg WPP France See 1. WPP Luxembourg Europe Sarl Germany Holdings Holdings SAS 5.39% held by Taylor Nelson Sofres BV Note 2 Three Sarl 100% 10.08% held by Concorde Finance France SAS 100% 100% 100% 2. WPP Luxembourg Germany Holdings Three Sarl 0.71% held by WPP Jubilee Limited WPP Luxembourg WPP Finance 2.16% held by Poster Publicity Holding Limited Germany Holdings Holding SAS 50.05% held by WPP Luxembourg Germany Holdings Six Sarl Sarl 100% 100% 100% 99.97% 3. WPP Finance SA 1 share held by each of: Berkeley Square Holding BV, Dolphin Square WPP Deutschland Holding BV, WPP France Holdings SAS, Etienne Perraud, Ralph Holding GmbH & See WPP Finance SA Clementson and Giles Bordure. Co KG Note 3 100% 100% 4. WPP Group (UK) Ltd 100% 38.69% held by WPP Jubilee Limited WPP Finance Deutschland All companies referred to in these notes are 100% wholly owned GmbH indirect subsidiaries of WPP plc. 100%
History and Development
WPP (company number 111714) was incorporated in Jersey under the Companies (Jersey) Law 1991 (as amended) on 25 October 2012 under the name WPP 2012 plc.
On 2 January 2013, under a scheme of arrangement between WPP 2012 Limited (formerly known as WPP plc) (Old WPP), the former holding company of the Group, and its shareholders pursuant to Article 125 of the Companies (Jersey) Law 1991, and as sanctioned by the Royal Court of Jersey, a Jersey incorporated and United Kingdom tax resident company, WPP 2012 plc, became the new parent company of the WPP Group and adopted the name WPP plc. Under the scheme of arrangement, all of the issued shares in Old WPP were cancelled and the same number of new shares were issued to WPP in consideration for the allotment to shareholders of one share in WPP for each share in Old WPP held on the record date, 31 December 2012.
Old WPP was incorporated in Jersey on 12 September 2008 and became the holding company of the WPP Group on 19 November 2008 when the company now known as WPP 2008 Limited, the prior holding company of the WPP Group which was incorporated in England and Wales, completed a reorganisation of its capital and corporate structure. WPP 2008 Limited had become the holding company of the WPP Group on 25 October 2005 when the company now known as WPP 2005 Limited, the original holding company of the WPP Group, completed a reorganisation of its capital and corporate structure. WPP 2005 Limited was incorporated and registered in England and Wales in 1971 and is a private limited company under the Companies Act 1985, and until 1985 operated as a manufacturer and distributor of wire and plastic products. In 1985, new investors acquired a significant interest in the WPP Group and changed its strategic direction from being a wire and plastics manufacturer and distributor to being a multinational communications services organisation. Since then, WPP has grown both organically and by the acquisition of companies, most significantly the acquisitions of JWT Group, Inc. in 1987, The Ogilvy Group, Inc. (now known as The Ogilvy Group, LLC) in 1989, Young & Rubicam Inc. in 2000, Tempus Group plc (Tempus) in 2001, Cordiant Communications Group plc (Cordiant) in 2003, Grey Global Group, LLC (Grey) in 2005, 24/7 Real Media Inc (now known as Xaxis, Inc) in 2007, Taylor Nelson Sofres plc (TNS) in 2008, AKQA Holdings, Inc. (AKQA) in 2012, IBOPE Participações Ltda (IBOPE) in 2015, and Triad Digital Media, LLC and the merger of most of the Group's Australian and New Zealand assets with STW Communications Group Limited in Australia (re- named WPP AUNZ) in 2016.
WPP Head Office
WPP, the parent company, with its principal offices in London and New York, develops the strategy of the Group, coordinates the provision of services to cross-Group clients, performs a range of cross-Group functions in areas such as new business, talent recruitment and development, training, IT, finance, audit, legal affairs, mergers & acquisitions, property, sustainability, investor relations and communications, promotes best practice in areas such as the Group's approach to diversity and inclusion, drives operating efficiencies and monitors the financial performance of its operating companies.
Business overview
WPP is a creative transformation company which provides an integrated offer of communications, experience, commerce and technology through a number of established global, multinational and national companies. It operates from over 3,000 offices in 112 countries, including associates. Until 30 June 2019, the Group organised its businesses into the following four business segments: Advertising and Media Investment Management; Data Investment Management; Public Relations & Public Affairs; and Brand Consulting, Health & Wellness and Specialist Communications.
Approximately 46 per cent. of the Group's reported revenues in 2018 were from Advertising and Media Investment Management, with the remaining 54 per cent. of its revenues being derived from the business segments of Data Investment Management; Public Relations & Public Affairs; and Brand Consulting, Health & Wellness and Specialist Communications.
The following table shows, for the last three fiscal years, reported revenue attributable to each business segment in which the Group operated.
For the year ended 31 December Revenue1 2018 20172 20162 % of £m % of total £m % of total £m total Advertising and Media Investment Management 7,132.4 45.6 7,368.7 46.6 6,709.4 45.0 Data Investment Management 2,582.5 16.6 2,703.4 17.1 2,672.4 18.0 Public Relations & Public Affairs 1,210.7 7.8 1,204.0 7.6 1,130.6 7.6 Brand Consulting, Health & Wellness and Specialist Communication s 4,676.8 30.0 4,528.1 28.7 4,374.9 29.4 Total 15,602.4 100.0 15,804.2 100.0 14,887.3 100.0 Note: 1 Intersegment sales have not been separately disclosed as they are not material. 2 Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers.
The following table shows, for the last three fiscal years, reported revenue attributable to each geographic area in which the Group operates and demonstrates its regional diversity.
For the year ended 31 December Revenue1 2018 20172 20162
£m % of total £m % of total £m % of total North America3 5,371.0 34.4 5,659.2 35.8 5,400.9 36.3 United Kingdom 2,189.4 14.0 2,133.4 13.5 1,970.7 13.2 Western Continental Europe 3,335.3 21.4 3,230.6 20.4 3,008.5 20.2 Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe 4,706.7 30.2 4,781.0 30.3 4,507.2 30.3 Total 15,602.4 100.00 15,804.2 100.0 14,887.3 100.0 Notes: 1 Intersegment sales have not been separately disclosed as they are not material. 2 Prior year figures have been restated for the impact of the adoption of IFRS 15 Revenue from Contracts with Customers. 3 North America includes the U.S. with revenue of £5,074.1 million (2017: £5,336.3 million. 2016: £5,107.2 million).
On 5 August 2019 WPP announced the outcome of its review into the appropriateness of its business segment reporting. A number of businesses previously reported within Public Relations & Public Affairs, and Brand Consulting, Health & Wellness and Specialist Communications, have been merged with entities within Advertising & Media Investment Management, including Wunderman, VML, Ogilvy PR and OgilvyOne. Additionally, the US healthcare companies have been re-aligned with strong agency partners within Advertising & Media Investment Management, and Burson Marsteller and Cohn & Wolfe have been merged to form Burson Cohn & Wolfe. As a consequence of these moves, which reflect changes in the way the business is managed and reported internally, the Group will report under the following revised segments as from the 2019 interim results:
Global Integrated Agencies: All of Ogilvy, VMLY&R, Wunderman Thompson, Grey, GroupM and Hogarth.
Data Investment Management: The Kantar business.
Public Relations: WPP's public relations specialists, as previously reported but excluding Ogilvy PR which now sits within Global Integrated Agencies as part of Ogilvy.
Specialist Agencies: More specialised agencies, whether by region or range of services.
Clients
The Group services 369 of the Fortune Global 500 companies, all 30 of the Dow Jones 30 and 71 of the NASDAQ 100. WPP's ten largest clients accounted for 14.4 per cent. of WPP's revenues in the year ended 31 December 2018. No client of WPP represented more than 5 per cent. of WPP's aggregate revenues in 2018. The Group's companies have maintained long-standing relationships with many of their clients, with an average length of relationship for the top ten clients of approximately 50 years.
Acquisitions and Disposals
In 2018, the Group received disposal proceeds of £849 million, including the proceeds from the disposal of the Group's stakes in Globant, AppNexus and Bruin, along with a return of capital from Imagina. This was offset by £289 million of new acquisition payments (net of cash and cash equivalents acquired) and £120 million of earnout payments, resulting in net cash proceeds of £440 million. In the six months to 30 June 2019, the Group realised £304 million in disposal proceeds, including the sale of its investments in The Farm and Chime and freehold property in New York.
On 12 July 2019, WPP announced that it had entered into an agreement to sell 60% of the Kantar business, its global data, research, consulting and analytics business, to Bain Capital. Completion of the transaction is conditional upon the completion of a reorganisation of the Kantar business, as set out in WPP’s circular to shareholders dated 7 October 2019.
The Group spent £229 million and £697 million for acquisitions and investments in the years ended 31 December 2017 and 2016, respectively, including payments in respect of loan note redemptions and earnout payments resulting from acquisitions in prior years, net of cash and cash equivalents acquired (net) and proceeds on disposal of investments.
Administrative, Management and Supervisory Bodies
The directors and executive officers of WPP and their principal functions are as follows:
Roberto Quarta, Non-executive Chairman. Roberto Quarta was appointed a non-executive director of WPP on 1 January 2015 and became the chairman of WPP on 9 June 2015. He is Chairman of Smith & Nephew plc and Partner of Clayton, Dubilier & Rice and Chairman of Clayton, Dubilier & Rice Europe.
Mark Read, Chief Executive Officer. Mark Read has held multiple leadership positions across the Group, including nine years as an Executive Director of WPP. In 2015 he was appointed Global Chief
Executive Officer of Wunderman and on 3 September 2018 he was appointed as Chief Executive Officer of the WPP Group.
Paul Richardson, Group Finance Director. Paul Richardson became Group Finance Director of the WPP Group in 1996. He is responsible for the Group's worldwide functions in finance, information technology, procurement, property, treasury, taxation, internal audit and sustainability. He is a chartered accountant and fellow of the Association of Corporate Treasurers.5
Jacques Aigrain, Non-executive Director. Dr. Jacques Aigrain was appointed a non-executive director of WPP on 13 May 2013. He is a Senior Adviser at Warburg Pincus LLP. He is a non-executive director of London Stock Exchange Group plc and Chairman of Lyondell Basell Industries NV.
Tarek Farahat, Non-executive Director. Tarek Farahat was appointed a non-executive director of WPP on 11 October 2016. He is a strategic adviser and consultant.
Sir John Hood, Non-executive Director. Sir John Hood was appointed a non-executive director of WPP on 1 January 2014. He currently serves as Chairman of BMT Group, as President and CEO of the Robertson Foundation, as Chairman of the Rhodes Trust and serves on the boards of Aurora Energy Research, Study Group Limited and Blackstone Group LP.
Daniela Riccardi, Non-executive Director. Daniela Riccardi was appointed a non-executive director of WPP on 12 September 2013. A prominent fast-moving consumer goods, retail-and-fashion products executive, she is Chief Executive Officer of Baccarat, the international luxury goods company and a non-executive director of Kering and Comite Colbert.
Cindy Rose, Non-executive Director. Cindy Rose was appointed a non-executive director of WPP on 1 April 2019. She was appointed Microsoft UK CEO in 2016. In this role, she is responsible for all of Microsoft's product, service and support offerings across the United Kingdom, continuing the company's transformation into the leading productivity and platform company for the mobile-first, cloud-first era.
Nicole Seligman, Senior Independent Director. Nicole Seligman was appointed a non-executive director of WPP on 1 January 2014. She was President of Sony Entertainment, Inc. and Sony Corporation of America and Sony Group Senior Legal Counsel until March 2016. Nicole is Chairman of The Doe Fund and serves as a non-executive on the Boards of Viacom Inc., Far Point Acquisition Corporation and MeiraGTx Holdings plc.
Sally Susman, Non-executive Director. Sally Susman was appointed a non-executive director of WPP on 13 May 2013. She is currently Executive Vice President, Chief Corporate Affairs Officer for Pfizer, the world's largest biopharmaceutical company. Sally also heads Pfizer's corporate responsibility group and plays a key role in shaping policy initiatives. She is Co-Chair of the International Rescue Committee.
Sol Trujillo, Non-executive Director. Sol Trujillo was appointed a non-executive director of WPP on 12 October 2010 and serves as a director of Western Union and Silk Road Telecommunications.
Jasmine Whitbread, Non-executive Director. Jasmine Whitbread was appointed a non-executive director of WPP on 1 September 2019. She is currently Chief Executive of London First and a non- executive director of Standard Chartered plc and BT Group plc.
Keith Weed, Non-executive Director. Keith Weed was appointed as a non-executive director of WPP on 1 November 2019. Keith is President of the UK Advertising Association, a board member of Business in the Community, a member of McLaren F1's advisory board, President of the History of Advertising Trust and a board member of Grange Park Opera.
5 On 25 October 2018, it was announced that Paul Richardson had decided to retire. On 1 October 2019, it was announced that John Rogers had been appointed as Chief Financial Officer and would join WPP in early 2020.
The business address of each of the Directors is Sea Containers House, 18 Upper Ground, London, SE1 9GL.
There are no potential conflicts of interest between the duties owed to WPP by each of the members of the Board of Directors listed above and his or her private interests and/or other duties.
WPP 2005 LIMITED
Introduction
WPP 2005 Limited was incorporated on 1 March 1971 under English law and is now a private limited company in England and Wales (company number 1003653). WPP 2005 Limited's registered office is located at Sea Containers House, 18 Upper Ground, London, SE1 9GL, United Kingdom and the telephone number of its registered office is (44) 20 7282 4600.
Organisational Structure
As at the date of this Offering Circular, WPP 2005 Limited is a wholly owned subsidiary of WPP Jubilee Limited (which is in turn a wholly owned subsidiary of WPP plc), with 15 per cent. of its shares held by WPP Jubilee Limited and 85 per cent. held indirectly.
There are no specific arrangements in place to ensure that either of WPP Jubilee Limited or WPP plc does not abuse its control of WPP 2005 Limited, but normal legal principles on the directors of WPP 2005 Limited's duties to WPP 2005 Limited apply.
Business Overview
WPP 2005 Limited acts as an intermediary holding company for the Group and does not trade.
Administrative, Management and Supervisory Bodies
As at the date of this Offering Circular, the Directors of WPP 2005 Limited and their other principal activities are as follows:
Director Name Function Other Principal Activities Charles van der Welle Director Group Treasurer of WPP Stephen Winters Director Joint Deputy Group Finance Director of WPP Mark Read Director Chief Executive Officer of WPP Chief Operating Officer of WPP Andrew Scott Director Director of Smollan Holdings (Pte) Limited and Bates PanGulf LLC
The business address of each of the Directors is Sea Containers House, 18 Upper Ground, London, SE1 9GL, United Kingdom.
There are no other persons with administrative and management responsibilities within WPP 2005 Limited.
There are no potential conflicts of interest between the duties owed to WPP 2005 Limited by each of the persons referred to above and his private interests and/or other duties other than the roles undertaken by Mr. Scott in Smollan Holdings (Pte) Limited and Bates PanGulf LLC. WPP plc indirectly holds less than 50 per cent. of the issued share capital of Smollan Holdings (Pte) Limited and Bates PanGulf LLC. Each of Smollan Holdings (Pte) Limited and Bates PanGulf LLC competes with various Group entities in the Group's market. Accordingly, there may be occasions where the duties of Mr. Scott as a member of the Board of Directors of WPP 2005 Limited conflict with his duties in respect of his role at the other companies set out above. In the event Mr. Scott is conflicted, he will not vote on the resolution in question.
WPP JUBILEE LIMITED
Introduction
WPP Jubilee Limited was incorporated on 8 November 2012 under the Companies Act 2006 as a private limited company in England and Wales (company number 08286875). WPP Jubilee Limited's registered office is located at Sea Containers House, 18 Upper Ground, London, SE1 9GL, United Kingdom and the telephone number of its registered office is (44) 20 7282 4600.
Organisational Structure
As at the date of this Offering Circular, WPP Jubilee Limited is wholly owned by WPP plc.
There are no specific arrangements in place to ensure that WPP plc does not abuse its control of WPP Jubilee Limited, but normal legal principles on the directors of WPP Jubilee Limited's duties to WPP Jubilee Limited apply.
Business Overview
WPP Jubilee Limited acts as an intermediary holding company for the Group and does not trade.
Administrative, Management and Supervisory Bodies As at the date of this Offering Circular, the Directors of WPP Jubilee Limited and their other principal activities are as follows:
Director Name Function Other Principal Activities Charles van der Welle Director Group Treasurer of WPP Stephen Winters Director Joint Deputy Group Finance Director of WPP
The business address of each of the Directors is Sea Containers House, 18 Upper Ground, London, SE1 9GL, United Kingdom.
There are no other persons with administrative and management responsibilities within WPP Jubilee Limited.
There are no potential conflicts of interest between the duties owed to WPP Jubilee Limited by each of the persons referred to above and his private interests and/or other duties.
TAXATION
UK Taxation
The following applies only to persons who are the beneficial owners of Notes and is a summary of the Issuers' understanding of current United Kingdom law as applied in England and Wales and published HM Revenue and Customs (HMRC) practice (which may not be binding on HMRC), in each case, as at the latest practicable date before the date of this Offering Circular, relating only to United Kingdom withholding tax treatment of payments of interest (as that term is understood for United Kingdom tax purposes) made by an Issuer in respect of Notes. It is not intended to be exhaustive. It assumes that there will be no substitution of the Issuer and does not address the consequences of any such substitution (notwithstanding that such substitution may be permitted by the Terms and Conditions of the Notes). It does not deal with any other United Kingdom taxation implications of acquiring, holding or disposing of Notes. The United Kingdom tax treatment of prospective Noteholders depends on their individual circumstances and may be subject to change in the future. Prospective Noteholders who may be subject to tax in a jurisdiction other than the United Kingdom or who may be unsure as to their tax position should seek their own professional advice. In particular, Noteholders should be aware that the tax legislation of any jurisdiction where a Noteholder is resident or otherwise subject to taxation (as well as the jurisdictions discussed below) may have an impact on the tax consequences of an investment in the Notes including in respect of any income received from the Notes.
Interest on the Notes
WPP Finance 2013, WPP Finance 2016 and WPP Finance 2017
Payments of interest on Notes issued by WPP Finance 2013, WPP Finance 2016 and WPP Finance 2017 may be made by WPP Finance 2013, WPP Finance 2016 and WPP Finance 2017 without deduction of or withholding on account of United Kingdom income tax provided that the Notes carry a right to interest and the Notes are and continue to be listed on a "recognised stock exchange" within the meaning of section 1005 of the Income Tax Act 2007. Euronext Dublin is a recognised stock exchange for these purposes. The Notes will be treated as listed on Euronext Dublin if they are officially listed in Ireland in accordance with provisions corresponding to those generally applicable in EEA states and are admitted to trading on Euronext Dublin's Global Exchange Market. Provided, therefore, that the Notes carry a right to interest and remain so listed on a "recognised stock exchange", interest on the Notes will be payable by WPP Finance 2013, WPP Finance 2016 or WPP Finance 2017, as the case may be, without withholding or deduction for or on account of United Kingdom tax.
Interest on the Notes may also be paid without withholding or deduction for or on account of United Kingdom tax where the maturity of the Notes is less than 365 days and those Notes do not form part of a scheme or arrangement of borrowing intended to be capable of remaining outstanding for a total term of one year or more.
In all other cases, an amount must generally be withheld from payments of interest on the Notes issued by WPP Finance 2013, WPP Finance 2016 and WPP Finance 2017 and which have a United Kingdom source for or on account of United Kingdom income tax at the basic rate (currently 20 per cent.), subject to the availability of other exemptions and reliefs. However, where an applicable double tax treaty provides for a lower rate of withholding tax (or for no tax to be withheld) in relation to a Noteholder, HMRC can issue a notice to the relevant Issuer to pay interest to the Noteholder without deduction of tax (or for interest to be paid with tax deducted at the rate provided for in the relevant double tax treaty).
WPP Finance S.A. and WPP Finance Deutschland GmbH
To the extent that payments of interest on Notes issued by WPP Finance S.A. and WPP Finance Deutschland GmbH have a United Kingdom source, such payments of interest may be made by WPP Finance S.A. and WPP Finance Deutschland GmbH without deduction of or withholding on account of United Kingdom income tax, provided that one of the exemptions described above in the section "WPP
Finance 2013, WPP Finance 2016 and WPP Finance 2017", under the heading "Interest on the Notes", applies.
If the payments of interest on Notes issued by WPP Finance S.A. and WPP Finance Deutschland GmbH do not have a United Kingdom source, they may be made without withholding or deduction for or on account of United Kingdom income tax.
Payments under the Notes Guarantee
The United Kingdom withholding tax treatment of payments by the Guarantors under the terms of the Notes Guarantee in respect of interest on the Notes (or other amounts due under the Notes other than the repayment of amounts subscribed for the Notes) which have a United Kingdom source is uncertain. In particular, such payments by the Guarantors may not be eligible for any exemptions described above in relation to payments of interest by the Issuers. Accordingly, if the Guarantors make any such payments, these may be subject to United Kingdom withholding tax at the basic rate (currently 20 per cent.).
French Taxation
The descriptions below are intended as a basic summary of certain withholding tax consequences in relation to the ownership of the Notes. This summary is based on law in force in France at the date of this Offering Circular and is subject to any subsequent changes in law and/or interpretation hereof (potentially with a retroactive effect). This summary is for general information only. It does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a decision to purchase, own or dispose of the Notes. Persons who are in any doubt as to their tax position should consult a professional tax adviser.
Withholding tax on payments made by WPP Finance S.A. as Issuer
The following is relevant to Noteholders who do not concurrently hold shares of WPP Finance S.A.
Payments of interest and other revenues made by WPP Finance S.A. as Issuer with respect to Notes will not be subject to the withholding tax set out under Article 125 A III of the French Code général des impôts unless such payments are made outside France in a non-cooperative State or territory (Etat ou territoire non coopératif) within the meaning of Article 238-0 A of the French Code général des impôts (a Non-Cooperative State) other than those mentioned in 2° of 2 bis of the same Article 238-0 A. If such payments under the Notes are made outside France in a Non-Cooperative State other than those mentioned in 2° of 2 bis of Article 238-0 A of the French Code général des impôts, a 75 per cent. withholding tax will be applicable (subject to certain exceptions and to the more favourable provisions of an applicable double tax treaty) by virtue of Article 125 A III of the French Code général des impôts.
Furthermore, in application of Article 238 A of the French Code général des impôts, interest and other revenues on such Notes will not be deductible from the WPP Finance S.A.'s taxable income if they are paid or accrued to persons domiciled or established in a Non-Cooperative State or paid on an account held with a financial institution established in such a Non-Cooperative State (the Deductibility Exclusion). Under certain conditions, any such non-deductible interest and other revenues may be recharacterised as constructive dividends pursuant to Article 109 et seq. of the French Code général des impôts, in which case such non-deductible interest and other revenues may be subject to the withholding tax set out under Article 119 bis 2 of the French Code général des impôts, at a rate of (i) 12.8 per cent. for payments benefiting individuals who are not French tax residents, (ii) 30 per cent. (to be aligned on the standard corporate income tax rate set forth in Article 219-I of the French Code général des impôts for fiscal years beginning as from 1 January 2020) for payments benefiting legal persons who are not French tax residents or (iii) 75 per cent. for payments made outside France in a Non-Cooperative State other than those mentioned in 2° of 2 bis of Article 238-0 A of the French Code général des impôts (subject to certain exceptions and to the more favourable provisions of an applicable double tax treaty).
Notwithstanding the foregoing, neither the 75 per cent. withholding tax set out under Article 125 A III of the French Code général des impôts nor, to the extent the relevant interest and other revenues relate to genuine transactions and are not in an abnormal or exaggerated amount, the Deductibility Exclusion will
apply in respect of an issue of Notes if WPP Finance S.A. as Issuer can prove that the main purpose and effect of such issue of Notes was not that of allowing the payments of interest and other revenues to be made in a Non-Cooperative State (the Exception). Pursuant to the French tax administrative guidelines Bulletin Officiel des Finances Publiques – Impôts BOI-INT-DG-20-50-20140211 no. 550 and 990, BOI- RPPM-RCM-30-10-20-40-20140211 no. 70 and 80 and BOI-IR-DOMIC-10-20-20-60-20150320 no. 10, an issue of Notes will benefit from the Exception without the Issuer having to provide any proof of the purpose and effect of such issue of Notes if such Notes are:
(a) offered by means of a public offer within the meaning of Article L.411-1 of the French Code monétaire et financier or pursuant to an "equivalent offer" in a State other than a Non- Cooperative State. For this purpose, an equivalent offer means any offer requiring the registration or submission of an offer document by or with a foreign securities market authority; or
(b) admitted to trading on a French or foreign regulated market or multilateral securities trading system provided that such market or system is not located in a Non-Cooperative State, and the operation of such market is carried out by a market operator or an investment services provider or any other similar foreign entity, provided further that such market operator, investment services provider, or entity is not located in a Non-Cooperative State; or
(c) admitted, at the time of their issue, to the operations of a central depositary or of a securities delivery and payment systems operator within the meaning of Article L.561-2 of the French Code monétaire et financier, or of one or more similar foreign depositaries or operators provided that such depositary or operator is not located in a Non-Cooperative State.
Payments received by individuals who are fiscally domiciled in France
Pursuant to Article 125 A I of the French Code général des impôts, where the paying agent (établissement payeur) is established in France and subject to certain exceptions, interest and other similar revenues received by individuals who are fiscally domiciled (domiciliés fiscalement) in France are subject to a 12.8 per cent. withholding tax, which is deductible from their personal income tax liability in respect of the year in which the payment has been made. Social contributions (CSG, CRDS and solidarity levy) are also levied by way of withholding at an aggregate rate of 17.2 per cent. on such interest and similar revenues received by individuals who are fiscally domiciled (domiciliés fiscalement) in France, subject to certain exceptions.
German Taxation
The following is a general discussion of certain German tax consequences of the acquisition, holding and disposal of Notes. It does not purport to be a comprehensive description of all German tax considerations that may be relevant to a decision to purchase Notes, and, in particular, does not consider any specific facts or circumstances that may apply to a particular purchaser. This summary is based on the tax laws of Germany currently in force and as applied on the date of this Offering Circular, which are subject to change, possibly with retroactive or retrospective effect.
Prospective purchasers of the Notes should bear in mind that each Series or Tranche of Notes may be subject to a particular tax treatment due to its specific terms as set out in the applicable Pricing Supplement. This summary is limited to some general information on German taxation. Tax consequences that may arise if an investor combines certain series of Notes so that he or she derives a certain return are not discussed herein.
The law as currently in effect provides for a reduced tax rate for certain investment income. In addition, the German government has passed a draft bill to remove the solidarity surcharge for certain taxpayers up to a maximum amount of their annual taxable income. Many details are however still subject to discussions, in particular whether or not such removal shall also apply on capital investment income and it is unclear, whether, how and when the new legislation will be adopted.
Prospective purchasers of Notes are further advised to consult their own tax advisers as to the tax consequences of the purchase, ownership and disposal of Notes, including the effect of any state, local or church taxes, under the tax laws of Germany and any country of which they are resident or whose tax laws apply to them for other reasons.
German Tax Residents
This section "German Tax Residents" refers to persons who are tax residents of Germany (i.e. persons whose residence, habitual abode, statutory seat, or place of effective management and control is located in Germany).
Withholding tax on on-going payments and capital gains
On-going payments received by an investor holding Notes as non-business assets (a non-business Noteholder) will be subject to German withholding tax if the Notes are kept or administered in a custodial account with a German branch of a German or non-German bank or financial services institution, a German securities trading company or a German securities trading bank (each, a Disbursing Agent, auszahlende Stelle). The tax rate is 25 per cent. (plus a solidarity surcharge at a rate of 5.5 per cent. thereon, the total withholding being 26.375 per cent.). For individual Noteholders who are subject to church tax, an electronic information system for church withholding tax purposes applies in relation to investment income, with the effect that church tax will be collected by the Disbursing Agent by way of withholding unless the investor has filed a blocking notice (Sperrvermerk) with the German Federal Central Tax Office (Bundeszentralamt für Steuern) in which case the investor will be assessed on church tax.
The same treatment applies to capital gains (i.e. the difference between the proceeds from the disposal, redemption, repayment or assignment after deduction of expenses directly related to the disposal, redemption, repayment or assignment and the cost of acquisition derived by a non-business Noteholder provided that the Notes have been kept or administered in a custodial account with the same Disbursing Agent since the time of their acquisition). If Notes with the same terms and conditions are kept or administered in the same custodial account and were acquired at different points in time, the Notes first acquired will be deemed to have been sold first for the purposes of determining the capital gains. Where Notes are acquired and/or sold or redeemed in a currency other than Euro, the sales/redemption price and the acquisition costs have to be converted into Euro on the basis of the foreign exchange rates prevailing on the sale or redemption date and the acquisition date respectively with the result that any currency gains or losses are part of the capital gains. If interest coupons or interest claims are disposed of separately (i.e. without the Notes), the proceeds from the disposal are subject to withholding tax. The same applies to proceeds from the payment of interest coupons or interest claims if the Notes have been disposed of separately.
If Notes qualifying as a forward/future or option transaction (Termingeschäft) according to sec. 20 para. 2 sent. 1 no. 3 German Income Tax Act (Einkommensteuergesetz) are settled by a cash payment, capital gains realised upon exercise (i.e. the cash amount received minus directly related costs and expenses, e.g. the acquisition costs) are subject to withholding tax.
To the extent the Notes have not been kept or administered in a custodial account with the same Disbursing Agent since the time of their acquisition, upon the disposal, redemption, repayment or assignment withholding tax applies at a rate of 26.375 per cent. (including solidarity surcharge, plus church tax, if applicable) on 30 per cent. of the disposal proceeds (plus interest accrued on the Notes (Accrued Interest, Stückzinsen), if any), unless the current Disbursing Agent has been notified of the actual acquisition costs of the Notes by the previous Disbursing Agent or by a statement of a bank or financial services institution from another Member State of the European Union or the European Economic Area or from certain other countries (e.g. Switzerland or Andorra).
Pursuant to administrative guidance, losses incurred by a Noteholder from bad debt (Forderungsausfall) or a waiver of a receivable (Forderungsverzicht) are generally not tax-deductible. The same rules should apply if the Notes expire worthless. This view has however been challenged by a judgment of the
Federal Tax Court (Bundesfinanzhof); it is not yet clear whether the decision will be generally applied by the tax authorities. According to the draft bill of the Federal Ministry of Finance ("Entwurf eines Gesetzes zur weiteren steuerlichen Förderung der Elektromobilität und zur Änderung weiterer steuerlicher Vorschriften") losses from capital claims of private investors shall now generally not be deductible for tax purposes. However, the legislative process is still in its very beginning and may therefore still be subject to change.According to administrative guidance, where a Note qualifies as a full risk security (Vollrisikozertifikat) which provides for several payments to be made to the Noteholder, such payments shall qualify as taxable investment income, unless the terms and conditions of the Notes explicitly provide for the redemption or partial redemption during the term of the Notes and these terms and conditions are complied with. If the terms of the Notes do not provide for final payment at maturity or no such payment is made any losses incurred upon expiry of such Notes shall not be tax-deductible.
In computing any German tax to be withheld, the Disbursing Agent generally deducts from the basis of the withholding tax negative investment income realised by a non-business Noteholder via the Disbursing Agent (e.g. losses from the sale of other securities with the exception of shares). The Disbursing Agent also deducts Accrued Interest on the Notes or other securities paid separately upon the acquisition of the respective security by a non-business Noteholder via the Disbursing Agent. In addition, subject to certain requirements and restrictions, the Disbursing Agent credits foreign withholding taxes levied on investment income in a given year regarding securities held by a non- business Noteholder in the custodial account with the Disbursing Agent.
Non-business Noteholders are entitled to an annual allowance (Sparer-Pauschbetrag) of EUR 801 (EUR 1,602 for couples and partners filing jointly) for all investment income received in a given year. Upon the non-business Noteholder filing an exemption certificate (Freistellungsauftrag) with the Disbursing Agent, the Disbursing Agent will take the allowance into account when computing the amount of tax to be withheld. No withholding tax will be deducted if the Noteholder has submitted to the Disbursing Agent a certificate of non-assessment (Nichtveranlagungs-Bescheinigung) issued by the competent local tax office.
German withholding tax will not apply to gains from the disposal, redemption, repayment or assignment of Notes held by a corporation whilst ongoing payments, such as interest payments, are subject to withholding tax (irrespective of any deductions of foreign tax and capital losses incurred). The same may apply where the Notes form part of a trade or business or are related to income from the letting and leasing of property, subject to further requirements being met.
Taxation of current income and capital gains
The personal income tax liability of a non-business Noteholder deriving income from capital investments under the Notes is, in principle, settled by the tax withheld. To the extent withholding tax has not been levied, such as in the case of Notes kept in custody abroad, or if no Disbursing Agent is involved in the payment process, the non-business Noteholder must report his or her income and capital gains derived from the Notes on his or her tax return and then will also be taxed at a rate of 25 per cent. (plus solidarity surcharge and church tax thereon, where applicable). If the withholding tax on a disposal, redemption, repayment or assignment has been calculated from 30 per cent. of the disposal proceeds (rather than from the actual gain), a non-business Noteholder may, and in case the actual gain is higher than 30 per cent. of the disposal proceeds must, also apply for an assessment on the basis of his or her actual acquisition costs. Further, a non-business Noteholder may request that all investment income of a given year is taxed at his or her lower individual tax rate based upon an assessment to tax with any amounts over-withheld being refunded. In each case, a deduction of expenses (other than transaction costs) on an itemised basis is not permitted.
Losses incurred with respect to the Notes can only be offset against investment income of the non- business Noteholder realised in the same or the following years.
Where Notes form part of a trade or business or the income from the Notes qualifies as income from the letting and leasing of property, the withholding tax, if any, will not settle the personal or corporate income tax liability. Where Notes form part of a trade or business, interest (accrued) must be taken into
account as income. Where Notes qualify as zero coupon bonds and form part of a trade or business, each year the part of the difference between the issue or purchase price and the redemption amount attributable to such year must be taken into account. The respective Noteholder will have to report income and related (business) expenses on the tax return and the balance will be taxed at the Noteholder's applicable tax rate. Withholding tax levied, if any, will be credited against the personal or corporate income tax of the Noteholder. Where Notes form part of a German trade or business the current income and gains from the disposal, redemption, repayment or assignment of the Notes may also be subject to German trade tax. Where, according to an applicable accounting standard, securities include an embedded derivative the Noteholder may have to account for a receivable and a derivative. The deduction of losses from derivatives may be ring-fenced as discussed below.
German Investment Taxation
If a Note (in particular a Note which replicates the performance of an investment fund) was considered to qualify as an investment fund unit within the meaning of the German Investment Tax Act (Investmentsteuergesetz), tax consequences different from those discussed above would apply. A Noteholder subject to German taxation may then be required to include in his or her taxable income unrealised gains from the appreciation in value of the Note which may be deemed to be a portion of the fair market value of the Note at the relevant time. In general, the taxed unrealised gains will be deductible in computing the capital gain derived from the disposal, redemption or termination of the Note.
Non-German Tax Residents
Interest and capital gains are not subject to German taxation, unless (i) the Notes form part of the business property of a permanent establishment, including a permanent representative, or a fixed base maintained in Germany by the Noteholder or (ii) the income otherwise constitutes German-source income (such as income from the letting and leasing of certain German-situs property or income from certain capital investments directly or indirectly secured by German-situs real estate). In cases (i) and (ii) a tax regime similar to that explained above in the subsection "German Tax Residents" applies.
Non-residents of Germany are, in general, exempt from German withholding tax on interest and capital gains. However, where the income is subject to German taxation as set forth in the preceding paragraph and the Notes are kept or administered in a custodial account with a Disbursing Agent, withholding tax may be levied under certain circumstances. Where Notes are not kept in a custodial account with a Disbursing Agent and interest or proceeds from the disposal, assignment or redemption of a Note or an interest coupon are paid by a Disbursing Agent to a non-resident upon delivery of the Notes or interest coupons, withholding tax generally will also apply. The withholding tax may be refunded based on an assessment of tax or under an applicable tax treaty.
Inheritance and Gift Tax
No inheritance or gift taxes with respect to any Notes will arise under the laws of Germany, if, in the case of inheritance tax, neither the deceased nor the beneficiary, or, in the case of gift tax, neither the donor nor the donee, is a resident of Germany and such Note is not attributable to a German trade or business for which a permanent establishment is maintained, or a permanent representative has been appointed, in Germany. Exceptions from this rule apply to certain German expatriates.
Other Taxes
No stamp, issue or registration taxes or similar duties will be payable in Germany in connection with the issuance, delivery or execution of the Notes. Currently, net assets tax (Vermögensteuer) is not levied in Germany.
Jersey Taxation
The following summary of the anticipated tax treatment in Jersey of any payments to be made by WPP plc under its guarantee of the Notes is based on Jersey taxation law as it is understood to apply
at the date of this Offering Circular. It does not constitute legal or tax advice. Noteholders should consult their professional advisers on the implications of receiving a payment from WPP plc in respect of its guarantee of the Notes under the laws of the jurisdictions in which they may be liable to taxation. Noteholders should be aware that tax laws, rules and practice and their interpretation may change.
Payments under the Notes Guarantee
WPP plc will not be required to make any withholding or deduction for, or on account of, Jersey tax from any payment it may be required to make under its guarantee of the Notes.
Goods and services tax WPP plc is an "international services entity" for the purposes of the Goods and Services Tax (Jersey) Law 2007. Whilst WPP plc remains an "international services entity", it will not be required to charge goods and services tax in respect of any supply made by it.
Foreign Account Tax Compliance Act
Pursuant to certain provisions of the Code, commonly known as FATCA, withholding may be required on, among other things, (i) certain payments made by "foreign financial institutions" (foreign passthru payments) and, (ii) dividend equivalent payments (as described below in "U.S. Dividend Equivalent Withholding"), in each case, to persons that fail to meet certain certification, reporting, or related requirements. Each of the Issuers may be a foreign financial institution for these purposes. A number of jurisdictions (including the jurisdictions of the Issuers) have entered into, or have agreed in substance to, intergovernmental agreements with the United States to implement FATCA (IGAs), which modify the way in which FATCA applies in their jurisdictions. Under the provisions of IGAs as currently in effect, a foreign financial institution in an IGA jurisdiction would generally not be required to withhold under FATCA or an IGA from payments that it makes. Certain aspects of the application of the FATCA provisions and IGAs to instruments such as the Notes, including whether withholding would ever be required pursuant to FATCA or an IGA with respect to foreign passthru payments, are uncertain and may be subject to change. Even if withholding would be required pursuant to FATCA or an IGA with respect to foreign passthru payments, proposed regulations have been issued that provide that such withholding would not apply prior to the date that is two years after the date on which final regulations defining “foreign passthru payments” are published in the U.S. Federal Register. In the preamble to the proposed regulations, the U.S. Treasury Department indicated that taxpayers may rely on these proposed regulations until the issuance of final regulations. Additionally, Notes that are characterised as debt (or which are not otherwise characterised as equity and have a fixed term) for U.S. federal tax purposes that are issued on or prior to the date that is six months after the date on which final regulations defining foreign passthru payments are filed with the U.S. Federal Register generally would be grandfathered for purposes of FATCA withholding unless materially modified after such date. For Notes that are subject to FATCA solely because they are treated as giving rise to dividend equivalent payments, withholding is not required until six months after the date on which instruments such as the Notes are first treated as giving rise to dividend equivalent payments, unless the Notes are materially modified after such date, or the Notes are treated as equity for U.S. federal income tax purposes. If additional notes (as defined under "Terms and Conditions of the Notes—Further Issues") that are not distinguishable from such previously issued grandfathered Notes are issued after the expiration of the grandfathering period and are subject to withholding under FATCA, then withholding agents may treat all Notes, including the Notes offered prior to the expiration of the grandfathering period, as subject to withholding under FATCA. Holders should consult their own tax advisers regarding how these rules may apply to their investment in the Notes. In the event any withholding would be required pursuant to FATCA or an IGA with respect to payments on the Notes, no person will be required to pay additional amounts as a result of the withholding.
U.S. Dividend Equivalent Withholding
Section 871(m) of the Code treats a "dividend equivalent" payment as a dividend from sources within the United States. Under Section 871(m), such payments generally would be subject to a 30 per cent.
U.S. withholding tax which may be reduced by an applicable tax treaty, eligible for credit against other U.S. tax liabilities or refunded, provided that the beneficial owner timely claims a credit or refund from the U.S. Internal Revenue Service (the IRS). A "dividend equivalent" payment is (i) a substitute dividend payment made pursuant to a securities lending or a sale-repurchase transaction that (directly or indirectly) is contingent upon, or determined by reference to, the payment of a dividend from sources within the United States, (ii) a payment made pursuant to a "specified notional principal contract" that (directly or indirectly) is contingent upon, or determined by reference to, the payment of a dividend from sources within the United States, and (iii) any other payment determined by the IRS to be substantially similar to a payment described in (i) or (ii). U.S. Treasury regulations issued under Section 871(m) and applicable guidance (the Section 871(m) Regulations) require withholding on certain non-U.S. holders of Notes with respect to amounts treated as dividend equivalent payments. Under the Section 871(m) Regulations, only a Note that has an expected economic return sufficiently similar to that of the underlying U.S. security, based on tests set forth in the Section 871(m) Regulations, will be subject to the Section 871(m) withholding regime (making such security a Specified Security). Certain exceptions to this withholding requirement apply, in particular for instruments linked to certain broad-based indices.
Withholding in respect of dividend equivalents will generally be required when cash payments are made under a Specified Security to a non-U.S. person upon the date of maturity, lapse or other disposition by the non-U.S. person of the Specified Security. If the underlying or referenced U.S. security or securities are treated as paying dividends during the term of the Specified Security, withholding generally will still be required even if the Specified Security does not provide for payments explicitly linked to such dividends. Additionally, the Issuer may withhold the full 30 per cent. tax on any payment on the Notes in respect of any dividend equivalent arising with respect to such Notes regardless of any exemption from, or reduction in, such withholding otherwise available under applicable law (including, for the avoidance of doubt, where a non-U.S. Noteholder is eligible for a reduced tax rate under an applicable tax treaty with the United States). A non-U.S. Noteholder may be able to claim a refund of any excess withholding provided the required information is timely furnished to the IRS. Refund claims are subject to U.S. tax law requirements and there can be no assurance that a particular refund claim will be timely paid or paid at all. While a payment with respect to a Note could be subject to U.S. withholding tax under both FATCA (as discussed above) and as a result of being treated as a dividend equivalent payment, the maximum rate of U.S. withholding tax on such payment would not exceed 30 per cent.
The Section 871(m) Regulations generally apply to Specified Securities issued on or after 1 January 2017. However, the Section 871(m) Regulations will not apply to certain financial instruments issued prior to 1 January 2021 if such financial instruments are not "delta one" transactions. If the terms of a Note are subject to a "significant modification" (as defined for U.S. tax purposes), the Note generally would be treated as retired and reissued on the date of such modification for purposes of determining, based on economic conditions in effect at that time, whether such Note is a Specified Security. Similarly, if additional Notes of the same series are issued (or deemed issued for U.S. tax purposes, such as certain sales of Notes out of inventory) after the original issue date, the IRS could treat the issue date for determining whether the existing Notes are Specified Securities as the date of such subsequent sale or issuance. Consequently, a previously out-of-scope Note might be treated as a Specified Security following such modification or further issuance.
In addition, payments on the Specified Securities may be calculated by reference to dividends on underlying U.S. securities that are reinvested at a rate of 70 per cent. In such case, in calculating the relevant payment amount, the holder will be deemed to receive, and the Issuer will be deemed to withhold, 30 per cent. of any dividend equivalent payments (as defined in Section 871(m) of the Code) in respect of the relevant U.S. securities. The Issuer will not pay any additional amounts to the holder on account of the Section 871(m) amount deemed withheld.
The applicable Pricing Supplement will indicate whether the Issuer has determined that the Notes are Specified Securities and may specify contact details for obtaining additional information regarding the application of Section 871(m) to Notes. A non-U.S. holder of Specified Securities should expect to be subject to withholding in respect of any dividend equivalent payments on such Notes. The Issuer's determination generally is binding on non-U.S. holders of Notes, but it is not binding on the IRS. The
Section 871(m) Regulations require complex calculations to be made with respect to Notes linked to U.S. securities and their application to a specific issue of Notes may be uncertain.
In the event that any withholding would be required pursuant to Section 871(m) with respect to payments on the Notes, no person will be required to pay any additional amounts with respect to amounts so withheld. Prospective investors should consult their tax advisers regarding the potential application of Section 871(m) to the Notes.
The proposed financial transactions tax (FTT)
On 14 February 2013, the European Commission published a proposal (the Commission's Proposal) for a Directive for a common FTT in Belgium, Germany, Greece, Spain, France, Italy, Austria, Portugal, Slovenia and Slovakia (the participating Member States) as well as Estonia. However, Estonia has since stated that it will not participate.
The Commission's Proposal has very broad scope and could, if introduced, apply to certain dealings in Notes (including secondary market transactions) in certain circumstances.
Under the Commission's Proposal, the FTT could apply in certain circumstances to persons both within and outside of the participating Member States. Generally, it would apply to certain dealings in Notes where at least one party is a financial institution, and at least one party is established in a participating Member State. A financial institution may be, or be deemed to be, "established" in a participating Member State in a broad range of circumstances, including (i) by transacting with a person established in a participating Member State or (ii) where the financial instrument which is subject to the dealings is issued in a participating Member State.
However, the FTT proposal remains subject to negotiation between participating Member States. It may therefore be altered prior to implementation. Additional EU Member States may decide to participate and/or participating Member States may withdraw.
At the Economic and Financial Affairs Council meeting of 14 June 2019, a state of play of the work on the FTT was presented on the basis of a note prepared by Germany on 7 June 2019 indicating a consensus among the participating Member States (excluding Estonia) to continue negotiations on the basis of a joint French-German proposal based on the French financial transactions tax model which in principle would only concern shares of listed companies whose head office is in a Member State of the European Union. However, such proposal is still subject to change until a final proposal is approved .
Therefore, it is currently uncertain whether and when the proposed FTT will be enacted by the participating EU Member States and when it will take effect with regard to dealings in the Notes.
Prospective holders of Notes are advised to seek their own professional advice in relation to the FTT.
SUBSCRIPTION AND SALE
The Dealers have, in a Programme Agreement (such Programme Agreement as modified and/or supplemented and/or restated from time to time, the Programme Agreement) dated 5 November 2019, agreed with the Issuers and the Guarantors a basis upon which they or any of them may from time to time agree to purchase Notes. Any such agreement will extend to those matters stated under "Form of the Notes" and "Terms and Conditions of the Notes". In the Programme Agreement, the Issuers (failing which, the Guarantors) have agreed to reimburse the Dealers for certain of their expenses in connection with the establishment and any future update of the Programme and the issue of Notes under the Programme and to indemnify the Dealers against certain liabilities incurred by them in connection therewith.
SELLING RESTRICTIONS
United States
The Notes have not been and will not be registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from or not subject to the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act.
The Notes are subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to a United States person, except in certain transactions permitted by U.S. Treasury regulations. Terms used in this paragraph have the meanings given to them by the Code and Treasury regulations promulgated thereunder. The applicable Pricing Supplement will identify whether TEFRA C or TEFRA D applies or whether TEFRA is not applicable.
Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it will not offer, sell or deliver Notes (i) as part of their distribution at any time or (ii) otherwise until 40 days after the completion of the distribution, within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S of the Securities Act. Each Dealer has further agreed, and each further Dealer appointed under the Programme will be required to agree, that it will send to each dealer to which it sells any Notes during the distribution compliance period a confirmation or other notice setting forth the restrictions on offers and sales of the Notes within the United States or to, or for the account or benefit of, U.S. persons. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act.
Until 40 days after the commencement of the offering of any Series of Notes, an offer or sale of such Notes within the United States by any dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act if such offer or sale is made otherwise than in accordance with an available exemption from registration under the Securities Act.
Each issuance of Notes which are also Index Linked Notes or Dual Currency Notes shall be subject to such additional U.S. selling restrictions as the relevant Issuer and the relevant Dealer may agree as a term of the issuance and purchase of such Notes, which additional selling restrictions shall be set out in the applicable Pricing Supplement.
Prohibition of sales to EEA Retail Investors
Unless the Pricing Supplement in respect of any Notes specifies the "Prohibition of Sales to EEA Retail Investors" as "Not Applicable", each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Notes which are the subject of the offering contemplated by this Offering Circular as completed by the Pricing Supplement in relation thereto to any retail investor in the European Economic Area. For the purposes of this provision:
(a) the expression retail investor means a person who is one (or more) of the following:
(i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, MiFID II); or
(ii) a customer within the meaning of Directive (EU) 2016/97 (as amended or superseded, the Insurance Distribution Directive), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.
(b) the expression "offer" includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe the Notes.
United Kingdom
Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that:
(a) in relation to any Notes which have a maturity of less than one year, (i) it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business and (ii) it has not offered or sold and will not offer or sell any Notes other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or as agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the Notes would otherwise constitute a contravention of Section 19 of the FSMA by the relevant Issuer;
(b) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which Section 21(1) of the FSMA does not apply to the relevant Issuer or the Guarantors; and
(c) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom.
France
Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it has only offered or sold and will only offer or sell, directly or indirectly, Notes to the public in France pursuant to an exemption under Article 1(4) of Regulation (EU) 2017/1129 (the Prospectus Regulation), and, that the Offering Circular, the relevant Pricing Supplement or any other offering material relating to the Notes and such offers and sales have been and will be made in France only to qualified investors (investisseurs qualifiés), other than individuals, all as defined in, and in accordance with the Prospectus Regulation, as amended and any applicable French law and regulation.
Jersey Each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it shall not, without the prior written consent of each of WPP (which it may give or withhold in its absolute discretion) and the Jersey Financial Services Commission, circulate in Jersey any offer for subscription, sale or exchange of any Notes.
Japan
The Notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No.25 of 1948, as amended; the FIEA) and each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it will not offer or sell any Notes, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (as defined under Item 5, Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade Act (Act No. 228 of 1949, as amended)), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws, regulations and ministerial guidelines of Japan.
Singapore
Each Dealer has acknowledged, and each further Dealer appointed under the Programme will be required to acknowledge, that this Offering Circular has not been registered as a prospectus with the Monetary Authority of Singapore (the MAS). Accordingly, each Dealer has represented and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that it has not offered or sold any Notes or caused any Notes to be made the subject of an invitation for subscription or purchase and will not offer or sell any Notes or cause any Notes to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, this Offering Circular or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of any Notes, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act (Chapter 289 of Singapore) (the SFA)) pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
Where the Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is:
(a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferred within six months after that
corporation or that trust has acquired the Notes pursuant to an offer made under Section 275 of the SFA except:
(i) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;
(ii) where no consideration is or will be given for the transfer; (iii) where the transfer is by operation of law; (iv) as specified in Section 276(7) of the SFA; or (v) as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018.
Notification under Section 309B(1)(c) of the SFA – Unless otherwise stated in the Pricing Supplement, all Notes issued or to be issued under the Programme shall be prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore) and Excluded Investment Products (as defined in MAS Notice SFA 04 N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
General
Each Dealer has agreed and each further Dealer appointed under the Programme will be required to agree that it will (to the best of its knowledge and belief) comply with all applicable securities laws and regulations in force in any jurisdiction in which it purchases, offers, sells or delivers Notes or possesses or distributes this Offering Circular and will obtain any consent, approval or permission required by it for the purchase, offer, sale or delivery by it of Notes under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers, sales or deliveries and none of the Issuers, the Guarantors, the Trustee or any of the other Dealers shall have any responsibility therefor.
None of the Issuers, the Guarantors, the Trustee and the Dealers represents that Notes may at any time lawfully be sold in compliance with any applicable registration or other requirements in any jurisdiction, or pursuant to any exemption available thereunder, or assumes any responsibility for facilitating such sale.
DRAFT: 01.11.2019
GENERAL INFORMATION
Authorisation
The establishment of the Programme was duly authorised by a resolution of the Board of Directors of WPP Finance 2013 dated 6 November 2013, a resolution of the Board of Directors of WPP Finance S.A. dated 7 November 2013 and a shareholder resolution by WPP Deutschland Holding GmbH & Co. KG (as sole shareholder of WPP Finance Deutschland GmbH) dated 11 November 2013. The giving of the Notes Guarantee has been duly authorised by resolutions of the Board of Directors of WPP plc dated 5 November 2013 and meetings of the Executive Committee of the Board of Directors of WPP plc dated 7 November 2013, resolutions of the Board of Directors of WPP 2005 Limited dated 6 November 2013 and resolutions of the Board of Directors of WPP Jubilee Limited dated 6 November 2013. The update of the Programme and the issue of Notes have been duly authorised by a resolution of the Board of Directors of WPP Finance 2013 dated 26 October 2016, a resolution of the Board of Directors of WPP Finance 2016 dated 26 October 2016, a resolution of the Board of Directors of WPP Finance 2017 dated 26 October 2016, a resolution of the Board of Directors of WPP Finance S.A. dated 4 November 2019 and a shareholder resolution by WPP Deutschland Holding GmbH & Co. KG (as sole shareholder of WPP Finance Deutschland GmbH) dated 31 October 2016.
The update of the Programme, the giving of the Notes Guarantee and the increase in the Programme size from EUR 4,000,000,000 to EUR 6,000,000,000 have been duly authorised by a resolution of the Board of Directors of WPP plc dated 20 October 2016 and meetings of the Executive Committee of the Board of Directors of WPP plc dated 20 October 2016, resolutions of the Board of Directors of WPP 2005 Limited dated 26 October 2016 and resolutions of the Board of Directors of WPP Jubilee Limited dated 26 October 2016.
Listing of Notes
Application has been made to Euronext Dublin for Notes issued under the Programme to be admitted to Euronext Dublin's Official List and trading on its Global Exchange Market.
Documents Available
For so long as the Notes are listed on Euronext Dublin's Official List and admitted to trading on its Global Exchange Market, copies of the following documents will, when published, be available for inspection from the registered office of the Issuers and from the specified offices of the Paying Agents for the time being:
(a) the constitutional documents of each of the Issuers and each of the Guarantors;
(b) the independent auditors' reports, separate financial statements of WPP plc (prepared in accordance with UK GAAP) and consolidated financial statements of WPP plc and its subsidiaries (prepared in accordance with IFRS) for each of the years ended 31 December 2017 and 31 December 2018, the independent auditors' reports and financial statements of WPP 2005 Limited (prepared in accordance with UK GAAP) for each of the years ended 31 December 2017 and 31 December 2018, the independent auditors' report, separate financial statements of WPP Jubilee Limited (prepared in accordance with UK GAAP) and consolidated financial statements of WPP Jubilee Limited and its subsidiaries (prepared in accordance with IFRS) for each of the years ended 31 December 2017 and 31 December 2018, the independent auditors' report and financial statements of WPP Finance 2013 (prepared in accordance with UK GAAP) for each of the years ended 31 December 2017 and 31 December 2018, the independent auditors' report and financial statements of WPP Finance 2016 (prepared in accordance with UK GAPP) for the year ended 31 December 2018 and the independent review report and unaudited condensed consolidated interim financial statements for the six months ended 30 June 2019 of WPP plc and its subsidiaries (prepared in accordance with IAS 34);
(c) the most recently published audited annual financial statements (if any) of each of the Issuers and each of the Guarantors and the most recently published unaudited interim financial statements (if any) of each of the Issuers and each of the Guarantors, in each case together with any audit or review reports prepared in connection therewith. WPP plc currently prepares unaudited condensed consolidated interim financial statements for the period ended 30 June each year, with none of the other Issuers or Guarantors preparing interim financial statements;
(d) the Trust Deed, the Agency Agreement and the forms of the Global Notes, the Notes in definitive form, the Receipts, the Coupons and the Talons;
(e) a copy of this Offering Circular; and
(f) any future offering circulars, prospectuses, information memoranda, supplements, and Pricing Supplements (save that Pricing Supplements will only be available for inspection by a holder of such Note and such holder must produce evidence satisfactory to the Issuers and the Paying Agent as to its holding of Notes and identity) to this Offering Circular and any other documents incorporated herein or therein by reference.
Clearing Systems
The Notes have been accepted for clearance through Euroclear and Clearstream, Luxembourg (which are the entities in charge of keeping the records). The appropriate Common Code and ISIN for each Tranche of Notes allocated by Euroclear and Clearstream, Luxembourg will be specified in the applicable Pricing Supplement. If the Notes are too clear through an additional or alternative clearing system the appropriate information will be specified in the applicable Pricing Supplement.
The address of Euroclear is Euroclear Bank SA/NV, 1 Boulevard du Roi Albert II, B-1210 Brussels. The address of Clearstream, Luxembourg is Clearstream Banking, 42 Avenue JF Kennedy, L-1855 Luxembourg.
Conditions for determining price
The price and amount of Notes to be issued under the Programme will be determined by the relevant Issuer and each relevant Dealer at the time of issue in accordance with prevailing market conditions.
Significant or Material Change
There has been no significant change in the financial or trading position of WPP Finance 2013, WPP 2005 Limited, WPP Finance 2016 or WPP Jubilee Limited since 31 December 2018 and there has been no significant change in the financial or trading position of WPP plc and its respective subsidiaries since 30 June 2019. There has been no material adverse change in the financial position or prospects of WPP Finance 2013, WPP 2005 Limited, WPP Jubilee Limited, WPP Finance 2016 or WPP plc and its respective subsidiaries since 31 December 2018.
Litigation
None of the Issuers and their respective subsidiaries or any of the Guarantors and their respective subsidiaries is or has been involved in any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which any of the Issuers or any of the Guarantors are aware) in the 12 months preceding the date of this document which may have or have in such period had a significant effect on the financial position or profitability of any of the Issuers, any of the Guarantors or the Group.
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Auditors
The auditors of WPP Finance 2013 are Deloitte LLP, who have audited WPP Finance 2013's financial statements prepared in accordance with UK GAAP, without qualification, for each of the years ended 31 December 2017 and 31 December 2018. Deloitte LLP is registered to carry on audit work in the UK and Ireland by the Institute of Chartered Accountants in England and Wales. The auditors of WPP Finance 2013 have no material interest in WPP Finance 2013.
The auditors of WPP Finance 2016 are Deloitte LLP, who have audited WPP Finance 2016's financial statements prepared in accordance with UK GAAP, without qualification, for the year ended 31 December 2018. Deloitte LLP is registered to carry on audit work in the UK and Ireland by the Institute of Chartered Accountants in England and Wales. The auditors of WPP Finance 2016 have no material interest in WPP Finance 2016.
The auditors of WPP Finance S.A. are Deloitte & Associés, a member of the compagnie régionale des commissaires aux comptes de Versailles. The auditors of WPP Finance S.A. have no material interest in WPP Finance S.A. WPP Finance S.A.'s financials have not been included in this Offering Circular because its financial position is reflected in the consolidated financial statements of the parent company, WPP plc.
The auditors of WPP Finance Deutschland GmbH are Deloitte & Touche GmbH, a member of the Wirtschaftsprüferkammer in Germany (the Chamber of Public Accountants) and the Institut der Wirtschaftsprüfer in Germany (the Institute of Public Accountants). The auditors of WPP Finance Deutschland GmbH have no material interest in WPP Finance Deutschland GmbH. No audited financial statements exist for this entity as of the date of this Offering Circular.
The auditors of WPP plc (the Company) and the Company and its subsidiaries (the Group) are Deloitte LLP, who have audited the Company's separate financial statements, which have been prepared in accordance with UK GAAP, and the Group's consolidated financial statements, which have been prepared in accordance with IFRS, without qualification, for each of the two financial years ended on 31 December 2017 and 31 December 2018. Deloitte LLP is registered to carry on audit work in the UK and Ireland by the Institute of Chartered Accountants in England and Wales. Deloitte LLP has no material interest in either the Company or the Group.
The auditors of WPP 2005 Limited are Deloitte LLP, who have audited WPP 2005 Limited's financial statements prepared in accordance with UK GAAP, without qualification, for each of the two financial years ended on 31 December 2017 and 31 December 2018. Deloitte LLP is registered to carry on audit work in the UK and Ireland by the Institute of Chartered Accountants in England and Wales. The auditors of WPP 2005 Limited have no material interest in WPP 2005 Limited.
The auditors of WPP Jubilee Limited and WPP Jubilee Limited and its subsidiaries are Deloitte LLP, who have audited the separate financial statements of WPP Jubilee Limited, which have been prepared in accordance with UK GAAP, and the consolidated financial statements of WPP Jubilee Limited and its subsidiaries, which have been prepared in accordance with IFRS, for each of the two financial years ended 31 December 2017 and 31 December 2018. Deloitte LLP is registered to carry on audit work in the UK and Ireland by the Institute of Chartered Accountants in England and Wales. Deloitte LLP has no material interest in either WPP Jubilee Limited or WPP Jubilee Limited and its subsidiaries.
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Dealers transacting with the Issuers and the Guarantors
Certain of the Dealers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuers, the Guarantors and their affiliates in the ordinary course of business.
Certain of the Dealers and their affiliates may have positions, deal or make markets in the Notes issued under the Programme, related derivatives and reference obligations, including (but not limited to) entering into hedging strategies on behalf of the Issuers, the Guarantors and their respective affiliates, investor clients, or as principal in order to manage their exposure, their general market risk, or other trading activities.
In addition, in the ordinary course of their business activities, the Dealers and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of the Issuers, the Guarantors or their respective affiliates. Certain of the Dealers or their affiliates that have a lending relationship with the Issuers and/or the Guarantors routinely hedge their credit exposure to the Issuers and the Guarantors consistent with their customary risk management policies. Typically, such Dealers and their affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in securities, including potentially the Notes issued under the Programme. Any such positions could adversely affect future trading prices of Notes issued under the Programme. The Dealers and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.
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ISSUERS WPP Finance 2013 27 Farm Street London W1J 5RJ United Kingdom WPP Finance 2016 27 Farm Street London W1J 5RJ United Kingdom WPP Finance 2017 27 Farm Street London W1J 5RJ United Kingdom WPP Finance S.A. 32-34 rue Marbeuf, 75008, Paris, France WPP Finance Deutschland GmbH Darmstädter Landstraße 112, 60598 Frankfurt am Main Germany GUARANTORS WPP plc Queensway House Hilgrove Street St Helier Jersey JE1 1ES
WPP 2005 Limited 27 Farm Street London W1J 5RJ United Kingdom
WPP Jubilee Limited 27 Farm Street London W1J 5RJ United Kingdom TRUSTEE Citicorp Trustee Company Limited Citigroup Centre Canada Square Canary Wharf London E14 5LB United Kingdom
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PRINCIPAL PAYING AGENT Citibank, N.A., London Branch Citigroup Centre Canada Square Canary Wharf London E14 5LB United Kingdom PAYING AGENT Citibank Europe plc, Germany Branch Reuterweg 16 60323 Frankfurt Germany ADDITIONAL PAYING AGENT Citibank Europe plc Ground Floor 1 North Wall Quay Dublin 1 Ireland LEGAL ADVISERS To the Issuers and the Guarantors as to English law, French law and German law Allen & Overy LLP One Bishops Square London E1 6AD United Kingdom
To WPP plc as to Jersey law Mourant Ozannes 22 Grenville Street St Helier Jersey JE4 8PX
To the Dealers and the Trustee as to English law Linklaters LLP One Silk Street London EC2Y 8HQ United Kingdom AUDITORS
To WPP plc, WPP 2005 Limited, WPP Jubilee Limited, WPP Finance 2013 Deloitte LLP 2 New Street Square London EC4A 3BZ United Kingdom
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To WPP Finance S.A. Deloitte & Associés 185, avenue Charles de Gaulle 92524 Neuilly-sur-Seine Cedex France
To WPP Finance Deutschland GmbH Deloitte & Touche GmbH Wirtschaftsprüfungsgesellschaft Rosenheimer Platz 4 81669 München Germany
ARRANGER
HSBC Bank plc 8 Canada Square London E14 5HQ United Kingdom
DEALERS
Barclays Bank PLC Barclays Bank Ireland PLC 5 The North Colonnade One Molesworth Place, Canary Wharf Dublin D02 RF29 London E14 4BB Ireland United Kingdom
BNP Paribas BofA Securities Europe SA 10 Harewood Avenue 51 rue La Boétie London NW1 6AA 75008 Paris United Kingdom FranceUnited Kingdom
Citigroup Global Markets Europe AG Citigroup Global Markets Limited Reuterweg 16 Citigroup Centre 60323 Frankfurt am Main Canada Square Germany Canary Wharf London E14 5LB United Kingdom
Commerzbank Aktiengesellschaft Goldman Sachs International Kaiserstraße 16 (Kaiserplatz) Plumtree Court 60311 Frankfurt am Main 25 Shoe Lane Federal Republic of Germany London EC4A 4AU United Kingdom
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ING Bank N.V. HSBC Bank plc Foppingadreef 7 8 Canada Square 1102 BD Amsterdam London E14 5HQ The Netherlands United Kingdom
J.P. Morgan Securities plc Merrill Lynch International 25 Bank Street 2 King Edward Street Canary Wharf London EC1A 1HQ London E14 5JP United Kingdom United Kingdom
NatWest Markets Plc SMBC Nikko Capital Europe GmbH 250 Bishopsgate One New Change London EC2M 4AA London EC4M 9AF United Kingdom United Kingdom
SMBC Nikko Capital Markets Limited Wells Fargo Securities International Limited One New Change 33 King William Street London EC4M 9AF London EC4R 9AT United Kingdom United Kingdom
LISTING AGENT
A and L Listing Limited 25-28 North Wall Quay IFSC Dublin 1
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