TIDMSAN
RNS Number : 4787F
Santander UK Plc
09 March 2020
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE
MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU)
596/2014.
Santander UK plc announces the early results 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 early results 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.
As at 5:00 p.m., New York City time, on March 6, 2020 (the
"Early Tender Time"), $870,100,000 in aggregate principal amount of
the Notes was validly tendered and not validly withdrawn pursuant
to the Tender Offer. The Maximum Tender Amount has therefore been
reached. Because the aggregate principal amount of such Notes
validly tendered was greater than the Maximum Tender Amount, the
Offeror has accepted such Notes for purchase on a pro rata basis
(as described in the Offer to Purchase).
The table below identifies the principal amount of Notes the
Offeror has accepted for purchase pursuant to the Tender Offer and
provides details of the proration.
Outstanding
Principal Amount Maximum Tender Principal Amount Principal Amount
Securities Codes (1)(2) Amount Tendered(3) Accepted (4) Proration Factor
------------------ ------------------- ------------------ ------------------ ------------------ -----------------
Regulation S :
ISIN:
XS0989359756 /
Common Code:
098935975
Rule 144A :
ISIN:
US80283LAA17 / $600,000,000 in
CUSIP: 80283L aggregate
AA1 $1,500,000,000 principal amount $870,100,000 $600,000,000 64.829%
___________________
(1) As at the commencement of the Tender Offer .
(2) Banco Santander, S.A., the ultimate parent of and majority
shareholder of the Offeror, held approximately $41,000,000 in
principal amount of the Notes a s at the commencement of the Tender
Offer .
(3) As at the Early Tender Time, as reported by the Information
and Tender Agent.
(4) Following adjustment to allow for the aggregate principal
amount of Notes accepted for purchase pursuant to the Tender Offer,
after the rounding of valid tenders of Notes to the nearest $1,000,
to equal the Maximum Tender Amount exactly and to provide that (i)
no Holder transfers Notes to the Offeror in a principal amount of
less than $200,000 (being the minimum denomination of the Notes)
and (ii) no Notes in a principal amount of less than $200,000 are
returned to a Holder, all as detailed further in the Offer to
Purchase.
Payment for Notes 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 be made promptly on
the Early Settlement Date, which is expected to occur on March 10,
2020. Notes not accepted for purchase will be promptly returned to
the tendering Holders or, as applicable, unblocked in the relevant
account with Euroclear and/or Clearstream, Luxembourg, as
applicable. Because the Tender Offer was oversubscribed as at the
Early Tender Time, the Offeror does not intend to accept any Notes
validly tendered for purchase after the Early Tender Time.
The Offeror will announce the Reference Yield, the Total
Consideration and the Tender Offer Consideration for the Notes as
soon as practicable after the determination thereof. The Tender
Price Determination Time is 10:00 a.m., New York City time, on
March 9, 2020.
In accordance with the terms of the Tender Offer, the withdrawal
deadline was 5:00 p.m., New York City time, on March 6, 2020. As a
result, tendered Notes may no longer be withdrawn, except in
certain limited circumstances where additional withdrawal rights
are required by law (as determined by the Offeror).
Although the Tender Offer is scheduled to expire at 11:59 p.m.,
New York City time, on March 20, 2020, the Offeror does not expect
to accept for purchase any tenders of Notes after the Early Tender
Time because the aggregate principal amount of Notes that were
validly tendered and not validly withdrawn as at the Early Tender
Time exceeded the Maximum Tender Amount.
Subject to applicable law and the terms and conditions of the
Offer to Purchase, the Offeror may terminate the Tender Offer,
waive any or all of the Conditions prior to the Expiration Time,
extend the Expiration Time or amend the terms of the Tender
Offer.
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.
This announcement is released by Santander UK plc and contains
information that qualified or may have qualified as inside
information for the purposes of Article 7 of the Market Abuse
Regulation (EU) 596/2014 ("MAR"), encompassing information relating
to the early results of the Tender Offer described above. For the
purposes of MAR and Article 2 of Commission Implementing Regulation
(EU) 2016/1055, this announcement is made by Tom Ranger, Treasurer
at Santander UK plc.
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
ISEZZGGFDLKGGZM
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March 09, 2020 10:26 ET (14:26 GMT)
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