TIDMSAN
RNS Number : 4873F
Santander UK Plc
09 March 2020
Santander UK plc announces the pricing of its cash tender offer
for up to $600,000,000 in aggregate principal amount of its
5.000 per cent. Fixed Rate Subordinated Notes due 2023
March 9, 2020 - Santander UK plc (the "Offeror") announced today
the pricing of its previously announced offer to purchase for cash
(the "Tender Offer") up to $600,000,000 in aggregate principal
amount (the "Maximum Tender Amount") of its 5.000 per cent. Fixed
Rate Subordinated Notes due 2023 (the "Notes"). The Tender Offer is
made upon the terms and subject to the conditions set forth in the
offer to purchase dated February 24, 2020 (the "Offer to
Purchase"). The Offer to Purchase is available, subject to
eligibility confirmation and registration, from the Tender Offer
Website: http://www.lucid-is.com/santander. 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
Offer was determined in the manner described in the Offer to
Purchase by reference to the sum of (i) the Reference Yield on the
Reference U.S. Treasury Security and (ii) the Fixed Spread, all as
set out in the table below and as further described in the Offer to
Purchase. The Reference Yield was calculated at 10:00 a.m., New
York City time, today, March 9, 2020, by the Dealer Managers.
Holders of Notes which are validly tendered (and not validly
withdrawn) at or prior to the Early Tender Time and accepted for
purchase by the Offeror pursuant to the Tender Offer 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 March 10, 2020.
The following table sets forth certain pricing information for
the Tender Offer:
Reference Fixed Tender
U.S. Spread Total Early Offer
Title Securities Treasury Reference (basis Consideration Tender Consideration
of Notes Codes Security Yield points) (1)(2) Premium(1)(2) (2)
---------------- -------------- --------------- --------- -------- -------------- -------------- --------------
Regulation
S :
ISIN:
XS0989359756
/ Common
Code:
098935975
5.000 Rule
per cent. 144A :
Fixed ISIN: 1.375%
Rate US80283LAA17 U.S. Treasury
Subordinated / CUSIP: Security
Notes 80283L due February
due 2023 AA1 15, 2023 0.352% 90 $1,133.60 $30.00 $1,103.60
(1) The Total Consideration includes the Early Tender Premium.
(2) Per $1,000 principal amount of the Notes.
The Offeror has retained J.P. Morgan Securities LLC and
Santander Investment Securities Inc. to act as the Dealer Managers
for the Tender Offer and Lucid Issuer Services Limited to act as
the Information and Tender Agent for the Tender Offer. Questions
regarding procedures for tendering Notes may be directed to Lucid
Issuer Services Limited at +44 20 7704 0880 or by email at
santander@lucid-is.com. Additionally, the tender offer material is
available at http://www.lucid-is.com/santander. Questions regarding
the Tender Offer may be directed to (i) J.P. Morgan Securities LLC
at (within the United States) +1 212 834 8553 (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 Offer is 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 Offer.
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 Offeror, 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
This announcement and the Offer to Purchase has been issued by
Santander UK plc of 2 Triton Square, Regent's Place, London NW1
3AN, United Kingdom, which 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 Offeror) be per se
professional clients or per se eligible counterparties of the
Offeror 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 the
Offeror is acting on its own account in relation to the Tender
Offer and will not be responsible to any other person for providing
the protections which would be afforded to clients of the Offeror
or for providing advice in relation to the Tender Offer.
In addition, the communication of this announcement, the Offer
to Purchase and any other documents or materials relating to the
Tender Offer 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
Offeror, (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 Offer is not being made, directly or indirectly, to
the public in France. None of this announcement, the Offer to
Purchase or any other documents or offering materials relating to
the Tender Offer, has been or shall be distributed to the public in
France and only qualified investors (investisseurs qualifiés)
acting for their own account, other than individuals, all as
defined in, and in accordance with, Articles L.411-1, L.411-2 and
D.411-1 of the French Code monétaire et financier, are eligible to
participate in the Tender Offer. 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 Offer 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 Offer is being carried out in
Italy as an exempted offer pursuant to article 101-bis, paragraph
3-bis of the Legislative Decree No. 58 of February 24, 1998, as
amended (the "Financial Services Act") and article 35-bis,
paragraph 4 of CONSOB Regulation No. 11971 of May 14, 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 Offer 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 February 15,
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 Offer.
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 Offer 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 Offer to be made by a licensed broker or dealer
and any of the Dealer Managers or any of the their respective
affiliates is such a licensed broker or dealer in any such
jurisdiction, the Tender Offer shall be deemed to be made by such
Dealer Manager or affiliate, as the case may be, on behalf of the
Offeror in such jurisdiction.
This announcement has been issued through the Companies
Announcement Service of
Euronext Dublin.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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