TIDM65WK TIDM83WK
RNS Number : 1871H
Santander UK Plc
01 December 2020
Santander UK plc and Santander UK Group Holdings plc announce
pricing of cash tender offers for four series of Notes
December 1 , 2020 - Santander UK plc ("Santander") announced
today the pricing of its previously announced offers to purchase
for cash up to:
(i) $314,265,000 of its outstanding $897,900,000 5.000% Fixed
Rate Subordinated Notes due 2023; and
(ii) $130,313,000 of its outstanding $260,626,000 7.95% Term
Subordinated Securities due October 26, 2029 (collectively, the
"Santander Notes" and such offers, the "Santander Tender
Offers").
Santander UK Group Holdings plc ("Santander Holdings," and,
together with Santander, the "Offerors" and each, an "Offeror")
announced today the pricing of its previously announced offers to
purchase for cash up to:
(i) $300,000,000 of its outstanding $1,000,000,000 4.750% Dated
Subordinated Notes due 2025; and
(ii) $100,000,000 of its outstanding $500,000,000 5.625% Dated
Subordinated Notes due 2045 (collectively, the "Santander Holdings
Notes" and, together with the Santander Notes, the "Notes", and
such offers, the "Santander Holdings Tender Offers" and, the
Santander Holdings Tender Offers together with the Santander Tender
Offers, the "Tender Offers", and each, a "Tender Offer").
The Offerors are making separate Tender Offers, each on the
terms and subject to the conditions set forth in the offer to
purchase dated November 12, 2020 (the "Offer to Purchase"). The
Offer to Purchase is available, subject to eligibility confirmation
and registration, from the Tender Offers Website:
http://www.lucid-is.com/santanderus. Capitalized terms used in this
announcement and not otherwise defined have the meanings ascribed
to them in the Offer to Purchase.
The "Total Consideration" for each $1,000 principal amount of
Notes tendered and accepted for purchase pursuant to the Tender
Offers was determined in the manner described in the Offer to
Purchase by reference to the sum of (i) the applicable Reference
Yield on the Reference U.S. Treasury Security and (ii) the
applicable Fixed Spread for each series of Notes, all as set out in
the table below and as further described in the Offer to Purchase.
The Reference Yield for each series of Notes was calculated at
10:00 a.m., New York City time, today, December 1, 2020, by the
Dealer Managers.
Holders of Notes validly tendered (and not validly withdrawn) at
or prior to the Early Tender Time and accepted for purchase by each
of the Offerors pursuant to the Tender Offers made by it will
receive the Total Consideration, which includes an Early Tender
Premium of $30 per $1,000 principal amount of such Notes, together
with accrued and unpaid interest from the last interest payment
date for the Notes up to, but excluding, the Early Settlement Date,
which is currently anticipated to be December 2, 2020.
The following table sets forth certain pricing information for
the Tender Offers:
Reference Fixed Tender
U.S. Spread Total Early Offer
Title Securities Treasury Reference (basis Consideration Tender Consideration
of Notes Issuer Codes Security Yield points) (1)(2) Premium(1)(2) (2)
------------- ---------- ------------------ ---------- --------- ------- ------------- ------------- -------------
Regulation
S:
ISIN:
XS0989359756
/ Common
Code:
098935975
5.000 0.25%
per cent. Rule 144A: U.S.
Fixed ISIN: Treasury
Rate US80283LAA17 Security
Subordinated / CUSIP: due
Notes Santander 80283L November
due 2023 UK plc AA1 15, 2023 0.210% 110 $1,105.74 $30.00 $1,075.74
7.95 per 0.875%
cent. U.S.
Term Treasury
Subordinated ISIN:US002920AC09 Security
Securities CUSIP: due
due October Santander 002920 November
26, 2029 UK plc AC0 15, 2030 0.900% 225 $1,369.97 $30.00 $1,339.97
Regulation
S :
ISIN:
XS1291333760
Common
Code:
129133376
Rule 0.250%
4.750 144A : U.S.
per cent. ISIN: Treasury
Dated Santander US80281LAA35 Security
Subordinated UK Group CUSIP: due
Notes Holdings 80281L October
due 2025 plc AA3 31, 2025 0.396% 155 $1,127.52 $30.00 $1,097.52
Regulation
S :
ISIN:
XS1291352711
Common
Code:
129135271
Rule 1.375%
5.625 144A : U.S.
per cent. ISIN: Treasury
Dated Santander US80281LAB18 Security
Subordinated UK Group CUSIP: due
Notes Holdings 80281L August
due 2045 plc AB1 15, 2050 1.638% 170 $1,383.49 $30.00 $1,353.49
(1) The Total Consideration includes the Early Tender Premium.
(2) Per $1,000 principal amount of Notes.
The Offerors have retained J.P. Morgan Securities LLC and
Santander Investment Securities Inc. to act as the Dealer Managers
for the Tender Offers, and Lucid Issuer Services Limited to act as
the Information and Tender Agent for the Tender Offers. Questions
regarding procedures for tendering Notes may be directed to Lucid
Issuer Services Limited at +44 (0) 20 7704 0880 or by email at
santander@lucid-is.com. Additionally, the material relating to the
Tender Offers is available at http://www.lucid-is.com/santanderus.
Questions regarding the Tender Offers may be directed to (i) J.P.
Morgan Securities LLC at (within the United States) +1 212 834 4045
(U.S. collect) or +1 (866) 834 4666 (U.S. toll free) / (outside the
United States) +44 207 134 2468 or by email to
liability_management_EMEA@jpmorgan.com; and (ii) Santander
Investment Securities Inc. at +1 212 940 1442 (U.S. collect) or +1
855 404 3636 (U.S. toll free).This announcement is for
informational purposes only and does not constitute an offer to
sell, or a solicitation of an offer to buy, any security (including
the Notes). No offer, solicitation, or sale will be made in any
jurisdiction in which such an offer, solicitation, or sale would be
unlawful. The Tender Offers are only being made pursuant to the
Offer to Purchase. Holders are urged to carefully read the Offer to
Purchase before making any decision with respect to the Tender
Offers.
The distribution of this announcement in certain jurisdictions
may be restricted by law. Persons into whose possession this
announcement comes are required by each of the Offerors, the Dealer
Managers and the Information and Tender Agent to inform themselves
about and to observe any such restrictions.
Offer and Distribution Restrictions
United Kingdom
The communication of this announcement is not being made, and
has not been approved, by an authorised person for the purposes of
section 21 of the Financial Services and Markets Act 2000.
This announcement and the Offer to Purchase has been issued by
Santander UK plc and Santander UK Group Holdings plc, each of 2
Triton Square, Regent's Place, London NW1 3AN, United Kingdom.
Santander UK plc is authorised and regulated by the Financial
Conduct Authority (the "FCA") and the Prudential Regulation
Authority. This announcement and the Offer to Purchase is being
distributed only to existing holders of the Notes, and is only
addressed to such existing Holders in the United Kingdom where they
would (if they were clients of the Offerors) be per se professional
clients or per se eligible counterparties of the Offerors within
the meaning of the FCA rules. This announcement and the Offer to
Purchase is not addressed to or directed at any persons who would
be retail clients within the meaning of the FCA rules and any such
persons should not act or rely on it. Recipients of this
announcement and the Offer to Purchase should note that each
Offeror is acting on its own account in relation to the Tender
Offers and will not be responsible to any other person for
providing the protections which would be afforded to clients of the
relevant Offeror or for providing advice in relation to the Tender
Offers.
In addition, the communication of this announcement, the Offer
to Purchase and any other documents or materials relating to the
Tender Offers is not being made and such documents and/or materials
have not been approved by an authorised person for the purposes of
section 21 of the Financial Services and Markets Act 2000.
Accordingly, this announcement, the Offer to Purchase and such
documents and/or materials are not being distributed to, and must
not be passed on to, persons in the United Kingdom other than (i)
to those persons in the United Kingdom falling within the
definition of investment professionals (as defined in Article 19(5)
of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Financial Promotion Order")), (ii) to
those persons who are within Article 43(2) of the Financial
Promotion Order, including existing members and creditors of the
Offerors, (iii) to those persons who are outside the United
Kingdom, or (iv) to any other persons to whom it may otherwise
lawfully be made under the Financial Promotion Order (all such
persons together being referred to as "Relevant Persons") and the
transactions contemplated herein will be available only to, and
engaged in only with, Relevant Persons. Any person who is not a
Relevant Person should not act on or rely on this announcement, the
Offer to Purchase or any of its contents .
France
The Tender Offers are not being made, directly or indirectly, to
the public in France. None of the announcement, the Offer to
Purchase or any other documents or offering materials relating to
the Tender Offers, has been or shall be distributed to the public
in France and only qualified investors (as defined in Article 2(e)
of Regulation (EU) 2017/1129) are eligible to participate in the
Tender Offers. This announcement has not been submitted to the
clearance procedures (visa) of the Autorité des marchés financiers
.
Italy
None of this announcement, the Offer to Purchase or any other
document or materials relating to the Tender Offers have been or
will be submitted to the clearance procedures of the Commissione
Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian
laws and regulations. The Tender Offers are being carried out in
Italy as exempted offers pursuant to article 101-bis, paragraph
3-bis of the Legislative Decree No. 58 of 24 February 1998, as
amended (the "Financial Services Act") and article 35-bis,
paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as
amended. Holders or beneficial owners of the Notes that are
resident and/or located in Italy can tender Notes for purchase in
the Tender Offers through authorised persons (such as investment
firms, banks or financial intermediaries permitted to conduct such
activities in the Republic of Italy in accordance with the
Financial Services Act, CONSOB Regulation No. 20307 of 15 February
2018, as amended, and Legislative Decree No. 385 of September 1,
1993, as amended) and in compliance with any other applicable laws
and regulations and with any requirements imposed by CONSOB and any
other Italian authority.
Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with the Notes or the Tender Offers.
General
This announcement does not constitute an offer to buy or the
solicitation of an offer to sell Notes, and tenders of Notes in the
Tender Offers will not be accepted from Holders, in any
circumstances in which such offer or solicitation is unlawful. In
those jurisdictions where the securities, blue sky or other laws
require the Tender Offers to be made by a licensed broker or dealer
and either of the Dealer Managers or either of the Dealer Managers'
respective affiliates is such a licensed broker or dealer in any
such jurisdiction, the Tender Offers shall be deemed to be made by
such Dealer Manager or affiliate, as the case may be, on behalf of
the Offerors in such jurisdiction .
Forward-Looking Information
This announcement contains certain forward-looking statements
that reflect the Offerors' intent, beliefs or current expectations
about the future and can be recognized by the use of words such as
"expects," "will," "anticipate," or words of similar meaning. These
forward-looking statements are not guarantees of any future
performance and are necessarily estimates reflecting the best
judgment of the senior management of the Offerors and involve a
number of risks and uncertainties that could cause actual results
to differ materially from those suggested by the forward-looking
statements. As a consequence, these forward-looking statements
should be considered in light of various important factors that
could cause actual results to differ materially from estimates or
projections contained in the forward-looking statements, which
include, without limitation, the risk factors set forth in the
Offer to Purchase. The Offerors cannot guarantee that any
forward-looking statement will be realized, although they believe
they have been prudent in their respective plans and assumptions.
Achievement of future results is subject to risks, uncertainties
and assumptions that may prove to be inaccurate. Should known or
unknown risks or uncertainties materialize, or should underlying
assumptions prove inaccurate, actual results could vary materially
from those anticipated, estimated or projected. The Offerors
undertake no obligation to update publicly or release any revisions
to these forward-looking statements to reflect events or
circumstances or to reflect the occurrence of unanticipated events,
except as required by applicable law.
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END
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