UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE
13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March, 2023
Commission File Number 001-14928
SANTANDER UK PLC
(Translation of registrant’s name into English)
2 Triton Square,
Regent’s Place,
London NW1 3AN, England
(Address of principal executive office)
Indicate by check mark whether
the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F X Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(1): ____
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(7): ____
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY
PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT (SEE “OFFER AND DISTRIBUTION
RESTRICTIONS” BELOW)
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, AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 (AS AMENDED) (“UK MAR”)
Santander UK Group Holdings plc and Santander
UK plc announce the results of their cash tender offers
March 13, 2023 — Santander UK Group
Holdings plc (“Santander Holdings”) announces the results of its previously announced offers to purchase for cash any and
all of its outstanding: (i) 4.750% Dated Subordinated Notes due 2025; and (ii) 5.625% Dated Subordinated Notes due 2045 (together, the
“Santander Holdings Securities”, and such tender offers, the “Santander Holdings Any and All Offers”).
Santander UK plc (“Santander” and,
together with Santander Holdings, the “Offerors” and each an “Offeror”) announces the results of its previously
announced offers to purchase for cash any and all of its outstanding: (i) 7.95% Term Subordinated Securities due 2029 (the “2029
Notes” and, together with the Santander Holdings Securities, the “USD Securities”); (ii) 6.50% Subordinated Notes due
2030 (the “2030 Notes”); and (iii) 30 Year Step-Up Perpetual Callable Subordinated Notes (the “Perpetual Notes”
and, together with the 2030 Notes, the “GBP Securities” and, together with the USD Securities, the “Securities,”
and such offers, the “Santander Any and All Offers” and, together with the Santander Holdings Any and All Offers, the “Any
and All Offers”).
The Offerors made the Any and All Offers on the
terms and subject to the conditions set forth in the offer to purchase dated March 6, 2023 (the “Offer to Purchase”). The
Offer to Purchase is available, subject to eligibility confirmation and registration, from the Any and All Offer Website: https://deals.is.kroll.com/santander.
Capitalized terms used in this announcement and not otherwise defined have the meanings ascribed to them in the Offer to Purchase.
Each of the Any and All Offers expired at 5:00
p.m., New York City time, on March 10, 2023 (the “Expiration Deadline”). In accordance with the terms of the Any and All Offers,
the Withdrawal Deadline was 5:00 p.m., New York City time, on March 10, 2023. As a result, tendered Securities may no longer be withdrawn,
except in certain limited circumstances where additional withdrawal rights are required by law (as determined by the relevant Offeror).
To participate in the relevant Any and All Offer,
and be eligible to receive the applicable Total Consideration, Holders must (i) have validly tendered and not validly withdrawn their
Securities so that they were received by the Tender and Information Agent at or prior to the Expiration Deadline or (ii) have delivered
a properly completed and duly executed notice of guaranteed delivery at or prior to the Expiration Deadline and deliver a properly transmitted
Tender Instruction to the Tender and Information Agent by no later than 5:00 p.m. (New York City time) on March 14, 2023, which is the
second Business Day after the Expiration Deadline, in accordance with the guaranteed delivery procedures described in the Offer to Purchase.
The following table sets forth certain terms
of each of the Any and All Offers:
Title of Securities |
Issuer |
Securities Codes |
Outstanding Principal Amount |
Principal Amount Tendered and Accepted(1) |
Principal Amount Outstanding after the Any and All Offer |
Total Consideration(2) |
4.750% Dated Subordinated Notes due 2025
|
Santander UK Group Holdings plc |
Regulation S:
ISIN: XS1291333760
Common Code: 129133376
Rule 144A:
ISIN: US80281LAA35
CUSIP:
80281LAA3 |
U.S.$724,981,000 |
U.S.$313,147,000 |
U.S.$411,834,000 |
U.S.$976.05 |
5.625% Dated Subordinated Notes due 2045
|
Santander UK Group Holdings plc |
Regulation S:
ISIN: XS1291352711
Common Code: 129135271
Rule 144A:
ISIN: US80281LAB18 CUSIP:
80281LAB1 |
U.S.$400,000,000 |
U.S.$118,827,000 |
U.S.$281,173,000 |
U.S.$910.69 |
7.95% Term Subordinated Securities due 2029
|
Santander UK plc |
ISIN: US002920AC09 CUSIP: 002920AC0 |
U.S.$214,174,000 |
U.S.$658,000 |
U.S.$213,516,000 |
U.S.$1,078.01 |
6.50% Subordinated Notes due 2030
|
Santander UK plc |
ISIN: XS0103012893
Common Code:
10301289 |
£21,844,000 |
£16,525,000 |
£5,319,000 |
£1,063.84 |
30 Year Step-Up Perpetual Callable Subordinated Notes |
Santander UK plc |
ISIN:
XS0117973429
Common Code:
011797342 |
£14,366,000 |
£14,066,000 |
£300,000 |
£1,101.21 |
__________________________
Notes:
| (1) | Excludes U.S.$2,006,000 aggregate principal amount of USD Securities tendered pursuant to the guaranteed delivery procedures. |
| (2) | Per U.S.$1,000 or £1,000, as applicable, in principal amount
of Securities purchased pursuant to the relevant Any and All Offer. |
In respect of each series of Securities, the
Total Consideration was calculated in the manner set out in the Offer to Purchase, with reference to the applicable Purchase Yield being
the sum (annualized in the case of the GBP Securities) of (i) the applicable Fixed Spread specified in the table above and (ii) the applicable
Reference Yield based on (a) in the case of the USD Securities, the bid-side price of the applicable Reference Security specified above
as reported at the Price Determination Time on the Bloomberg Reference Page FIT1 and (b) in the case of the GBP Securities, the arithmetic
mean of the bid and offered yields to maturity of the applicable Reference Security specified above as reported at the Price Determination
Time on the Bloomberg Reference Page PXUK at 10:00 a.m. (New York City time) on March 10, 2023.
To the extent any accrued and unpaid interest
is payable pursuant to the relevant Any and All Offer, Holders whose Securities are accepted for purchase pursuant to such Any and All
Offer will also be eligible to receive a cash payment representing such accrued and unpaid interest on the relevant Securities from, and
including, the immediately preceding interest payment date for such Securities to, but excluding, the Settlement Date (as defined below).
The “Settlement Date” will occur promptly after the Expiration Date and is expected to be on or about March 15, 2023. The
“Guaranteed Delivery Settlement Date” for Securities tendered using guaranteed delivery procedures is expected to be on or
about March 15, 2023. For the avoidance of doubt, Holders who validly tender their Securities pursuant to the relevant Any and All Offer
will continue to receive any regularly scheduled interest payment, in accordance with the terms and conditions of such Securities, to
the extent the applicable interest payment date precedes or falls on the Settlement Date.
The applicable Total Consideration and the Accrued
Interest Payment for Securities validly tendered pursuant to the relevant Any and All Offer at or prior to the Expiration Deadline, and
accepted for purchase, will be paid to Holders promptly on the Settlement Date or in the case of Securities accepted for purchase pursuant
to the guaranteed delivery procedures, on the Guaranteed Delivery Settlement Date. In the case of Securities that are tendered according
to the guaranteed delivery procedures, no additional Accrued Interest Payment will be payable in respect of the period after the Settlement
Date for tenders for Securities that have been tendered not using the guaranteed delivery procedures.
The Offerors have retained J.P. Morgan Securities
LLC (with respect to the relevant Any and All Offers for the USD Securities) and J.P. Morgan Securities plc (with respect to the relevant
Any and All Offers for the GBP Securities), Santander US Capital Markets LLC and Wells Fargo Securities, LLC to act as the Dealer Managers
for the Any and All Offers, and Kroll Issuer Services Limited to act as the Tender and Information Agent for the Any and All Offers. Questions
regarding procedures for tendering Securities may be directed to Kroll Issuer Services Limited at +44 20 7704 0880 or by email at santander@is.kroll.com.
Questions regarding the Any and All Offers may be directed to (i) J.P. Morgan Securities LLC or J.P. Morgan Securities plc, as the case
may be, 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; (ii)
Santander US Capital Markets LLC at +1 (212) 940 1442 (U.S. collect) or +1 (855) 404 3636 (U.S. toll free) or by email to USDCMLM@santander.us;
and (iii) Wells Fargo Securities, LLC at (within the United States) +1 (704) 410 4756 (U.S. collect) or +1 (866) 309 6316 (U.S. toll free)
/ (outside the United States) +44 203 942 9680 or by email to LiabilityManagement@wellsfargo.com.
This press release 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 Securities). No offer,
solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Any and All
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 Any and All 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 Tender and Information Agent to inform themselves about and to observe any such restrictions.
This announcement is released by Santander
UK Group Holdings plc and Santander UK plc and contains information that qualified or may have qualified as inside information for the
purposes of Article 7 of UK MAR, encompassing information relating to the Any and All Offers described above. For the purposes of UK MAR
and Article 2 of Commission Implementing Regulation (EU) 2016/1055 as it forms part of United Kingdom domestic law by virtue of the European
Union (Withdrawal) Act 2018 (as amended), this announcement is made by Tom Ranger, Treasurer at Santander UK plc.
Offer and Distribution Restrictions
United Kingdom
The communication of
this announcement is not being made, and has not been approved, by an authorized person for the purposes of section 21 of the Financial
Services and Markets Act 2000.
The Offer to Purchase has been issued by Santander
UK Group Holding plc and Santander UK plc, each of 2 Triton Square, Regent’s Place, London NW1 3AN, United Kingdom. Santander UK
plc is authorized and regulated by the Financial Conduct Authority (the “FCA”) and the Prudential Regulation Authority. The
Offer to Purchase is being distributed only to existing Holders of the Securities, and is only addressed to such existing Holders in the
United Kingdom where they would (if they were clients of Santander UK plc) be per se professional clients or per se eligible
counterparties of Santander UK plc within the meaning of the FCA rules. 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 the Offer
to Purchase should note that the Offerors are acting on their own account in relation to the Any and All Offers and will not be responsible
to any other person for providing the protections which would be afforded to clients of the Offerors or for providing advice in relation
to the Any and All Offers.
In addition, the communication of this announcement,
the Offer to Purchase and any other documents or materials relating to the Any and All Offers are not being made and such documents and/or
materials have not been approved by an authorized 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, as amended
(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 Any and All Offers are 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 Any and All 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 Any and All 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 Any and All 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 Any and All
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 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 Securities that are resident and/or located in Italy can tender Securities
for purchase in the Any and All Offers through authorized 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 Securities or the Any and
All Offers.
Belgium
None of this announcement, the Offer to Purchase
or any other documents or materials relating to the Any and All Offers have been submitted to or will be submitted for approval or recognition
to the Belgian Financial Services and Markets Authority (Autoriteit voor financiële diensten en markten / Autorité des
services marchés financiers) and, accordingly, the Any and All Offers may not be made in Belgium by way of a public offering,
as defined in Articles 3 and 6 of the Belgian Law of April 1, 2007 on public takeover bids as amended or replaced from time to time. Accordingly,
the Any and All Offers may not be advertised and the Any and All Offers will not be extended, and none of this announcement, the Offer
to Purchase or any other documents or materials relating to the Any and All Offers (including any memorandum, information circular, brochure
or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than
“qualified investors” in the sense of Article 10 of the Belgian Law of June 16, 2006 on the public offer of placement instruments
and the admission to trading of placement instruments on regulated markets, acting on their own account. Insofar as Belgium is concerned,
this announcement and the Offer to Purchase have been issued only for the personal use of the above qualified investors and exclusively
for the purpose of the Any and All Offers. Accordingly, the information contained in this announcement and the Offer to Purchase may not
be used for any other purpose or disclosed to any other person in Belgium.
General
The distribution of this announcement and the
Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Offer
to Purchase comes are required by each of the Offerors, the Dealer Managers and the Tender and Information Agent to inform themselves
about, and to observe, any such restrictions. This announcement does not constitute an offer to buy or the solicitation of an offer to
sell Securities, and tenders of Securities in the Any and All 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 an Any and All Offer
to be made by a licensed broker or dealer and any of the Dealer Managers or their respective affiliates is such a licensed broker or dealer
in any such jurisdiction, such Any and All Offer shall be deemed to be made by such Dealer Manager or affiliate, as the case may be, on
behalf of the relevant Offeror 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.
SIGNATURES
Pursuant to the requirements of
the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
|
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SANTANDER UK PLC |
|
|
|
|
|
By: /s/ Rebecca Nind |
|
|
Name: Rebecca Nind
Title: Authorized Signatory |
Date: March 13, 2023
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