PRICING SUPPLEMENT. WPP Finance 2013

Transcription

1 PRICING SUPPLEMENT 12 September 2016 WPP Finance 2013 Issue of GBP 400,000,000 Fixed Rate Notes due 14 September 2046 Guaranteed by WPP plc, WPP 2005 Limited and WPP Jubilee Limited under the EUR 4,000,000,000 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 Directive or to supplement a prospectus pursuant to Article 16 of the Prospectus Directive, 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 4 November 2015 as supplemented by the supplement dated 26 August 2016 (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 27 Farm Street, London W1J 5RJ, United Kingdom. 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. 1. (a) Issuer: WPP Finance 2013 (b) Guarantors: WPP plc WPP 2005 Limited WPP Jubilee Limited 2. (a) Series Number: 6 (b) Tranche Number: 1 (c) Date on which the Notes will be consolidated and form a single Series: 3. Specified Currency or Currencies: Sterling (GBP) 4. Aggregate Nominal Amount: (a) Series: GBP 400,000,000 (b) Tranche: GBP 400,000, Issue Price: per cent. of the Aggregate Nominal Amount ICM:

2 6. (a) Specified Denominations: GBP 100,000 and integral multiples of GBP 1,000 in excess thereof up to and including GBP 199,000. No Notes in definitive form will be issued with a denomination above GBP 199,000. (b) Calculation Amount: GBP 1, (a) Issue Date: 14 September 2016 (b) Interest Commencement Date: Issue Date 8. Maturity Date: 14 September Interest Basis: per cent. Fixed Rate (further particulars specified below) 10. Redemption/Payment Basis: Redemption at par 11. Change of Interest Basis or Redemption/Payment Basis: 12. Put/Call Options: Change of Control Put Issuer Call (further particulars specified below) 13. (a) Status of the Notes: Senior (b) Status of the Notes Guarantee: Senior (c) Date approval for issuance of Notes and Notes Guarantee obtained: PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 14. Fixed Rate Note Provisions Applicable 6 September 2016 in respect of the issuance of Notes by WPP Finance 2013 and 6 September 2016 in respect of the Notes Guarantee by WPP plc and 3 November 2014 in respect of the Notes Guarantee by each of WPP 2005 Limited and WPP Jubilee Limited (a) Rate(s) of Interest: per cent. per annum payable in arrear on each Interest Payment Date (b) Interest Payment Date(s): 14 September in each year from (and including) 14 September 2017 to (and including) the Maturity Date (c) Fixed Coupon Amount(s): (Applicable to Notes in definitive form.) GBP per Calculation Amount (d) Broken Amount(s): (Applicable to Notes in definitive form.) (e) Day Count Fraction: Actual/Actual (ICMA) ICM:

3 (f) Determination Date(s): 14 September in each year (g) Interest Rate Adjustment: (h) Other terms relating to the method of calculating interest for Fixed Rate Notes: None 15. Floating Rate Note Provisions 16. Zero Coupon Note Provisions 17. Index Linked Interest Note 18. Dual Currency Interest Note Provisions PROVISIONS RELATING TO REDEMPTION 19. Notice periods for Condition 7.2: Minimum period: 30 days Maximum period: 60 days 20. Issuer Call: Applicable (a) Optional Redemption Date(s): Any date prior to the Maturity Date (b) (c) Optional Redemption Amount and method, if any, of calculation of such amount(s): If redeemable in part: (i) Minimum Redemption Amount: (ii) Maximum Redemption Amount: Spens Redemption Amount (further particulars specified in Annex 1) GBP 100,000 GBP 400,000,000 (d) Notice periods: Minimum period: 30 days Maximum period: 60 days 21. Investor Put: 22. Change of Control Put: Applicable (a) Optional Redemption Amount: GBP 1,000 per Calculation Amount (b) Notice periods: Minimum period: 30 days Maximum period: 60 days 23. Final Redemption Amount: GBP 1,000 per Calculation Amount 24. Early Redemption Amount payable on redemption for taxation reasons or on GBP 1,000 per Calculation Amount ICM:

4 event of default and/or the method of calculating the same (if required): GENERAL PROVISIONS APPLICABLE TO THE NOTES 25. 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 (b) New Global Note: Yes 26. Additional Financial Centre(s): 27. Talons for future Coupons to be attached to Definitive Notes: 28. Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each 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. Yes, as the Notes have more than 27 coupon payments, Talons may be required if, on exchange into definitive form, more than 27 coupon payments are still to be made 29. Details relating to Instalment Notes: 30. Other terms or special conditions: DISTRIBUTION 31. Method of distribution: Syndicated 32. If syndicated, names of Managers: Bank of China Limited, London Branch Barclays Bank PLC BNP Paribas HSBC Bank plc ING Bank N.V. Merrill Lynch International The Royal Bank of Scotland plc (as Managers) 33. Stabilising Manager(s) (if any): HSBC Bank plc 34. If non-syndicated, name of relevant Dealer: 35. U.S. Selling Restrictions: Reg. S Compliance Category 2; TEFRA D 36. Additional selling restrictions: ICM:

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6 PART B OTHER INFORMATION 1. LISTING (i) Admission to trading: Application is expected to be made by the Issuer (or on its behalf) for the Notes to be admitted to the Official List of the Irish Stock Exchange and trading on the Global Exchange Market with effect from the Issue Date. (ii) Estimate of total expenses related to admission to trading: EUR RATINGS Ratings: The Notes to be issued have been rated: BBB (stable) by Standard & Poor s Credit Market Services Europe Limited; and Baa2 (stable) by Moody s Investors Service Ltd. 3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE Save for any fees payable to the Managers, 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 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. 4. OPERATIONAL INFORMATION (i) ISIN: XS (ii) Common Code: (iii) Any clearing system(s) other than Euroclear and Clearstream, Luxembourg and the relevant identification number(s): (iv) Delivery: Delivery against payment (v) Names and addresses of additional Paying Agent(s) (if any): (vi) Deemed delivery of clearing system notices for the purposes of Condition 14: Any notice delivered to Noteholders through the clearing systems will be deemed to have been given on the second business day after the day on which it was given to Euroclear and Clearstream, Luxembourg. (vii) Intended to be held in a manner Yes. Note that the designation "yes" simply means that ICM:

7 which would allow Eurosystem eligibility: the Notes are intended upon issue to be deposited 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 ICM:

8 ANNEX 1 Spens Redemption Amount means with respect to each Note (a) the outstanding principal amount of the relevant Note or (b) if higher, the Gross Redemption Yield (determined by reference to the middle market price) at a.m. (London time) on the Reference Date of the Reference Bond, each as determined by the Calculation Agent. For the purposes of the definition of Spens Redemption Amount: Calculation Agent means Citibank, N.A., London Branch; Gross Redemption Yield means, with respect to a security, the gross redemption yield on such security, expressed as a percentage and calculated by the Calculation 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 may approve; Reference Bond means the per cent. United Kingdom Treasury Bond due 2046, or, if such stock is no longer in issue, such other United Kingdom government stock with a maturity date as near as possible to the Maturity Date, as the Calculation Agent may, with the advice of the Reference Market Makers, determine to be appropriate by way of substitution for the per cent. United Kingdom Treasury Bond due 2046; Reference Date means the date which is three Business Days prior to the date fixed for redemption, pursuant to item 20(a) of the Pricing Supplement, by the Issuer; and Reference Market Makers means three brokers or market makers selected by the Calculation Agent, which are (A) primary government securities dealers, and their respective successors, or (B) market makers in pricing corporate bond issues or such other three persons operating in the market as are selected by the Calculation Agent in consultation with the Issuer ICM: