NOTICE OF OPTIONAL FULL
REDEMPTION
TO HOLDERS OF
SANTANDER UK GROUP HOLDINGS PLC
1.089% Fixed Rate/Floating Rate Notes Due
2025
CUSIP No:
80281L AN5; ISIN No:
US80281LAN55* (the
"Notes")
February 6,
2024
NOTE: THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF
INTEREST TO THE REGISTERED HOLDERS AND BENEFICIAL OWNERS OF THE
NOTES. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS, AND OTHER
INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO EXPEDITE
RE-TRANSMITTAL TO THE REGISTERED HOLDERS AND BENEFICIAL OWNERS OF
THE NOTES IN A TIMELY MANNER.
The Notes were issued pursuant to an amended and
restated indenture dated as of April 18, 2017 between Santander UK
Group Holdings plc, a public limited company incorporated and
registered in England and Wales, as issuer (the "Issuer") and Citibank, N.A., as trustee
(the "Trustee," as
successor to Wells Fargo Bank, National Association pursuant to an
agreement of resignation, appointment and acceptance dated March 4,
2021 among the Issuer, the Trustee and Wells Fargo Bank, National
Association) (as amended and supplemented by a first supplemental
indenture, dated as of November 3, 2017 and a fourth supplemental
indenture dated as of August 21, 2020, and as further amended and
supplemented by a fifth supplemental indenture dated as of March
15, 2021, the "Indenture").
Capitalized terms used and not defined herein have the meanings
ascribed to them in the Indenture or, if not defined therein, the
Notes.
NOTICE IS HEREBY GIVEN that, pursuant to Section
11.04 of the Indenture, the Issuer has elected to redeem and will
redeem on March 15, 2024 (the "Redemption Date") all of the remaining
principal amount of the Notes outstanding at a price equal to 100%
of the principal amount of the Notes, plus accrued and unpaid
interest thereon to, but excluding the Redemption Date (the
"Redemption
Price").
Holders of the Notes will be paid the Redemption
Price upon presentation and surrender of their Notes for redemption
at the following address:
By mail or overnight courier:
Citibank, N.A.
480 Washington Blvd,
30th Floor, Jersey City, NJ 07310
Attention: Citibank Agency
& Trust - Santander UK Group Holdings PLC
|
Upon receipt of funds for such purpose from the
Issuer, the Paying Agent shall, on the Redemption Date, pay, in
immediately available funds, the Redemption Price of such Notes to
the registered Holder of all Notes outstanding, Cede & Co., the
nominee for The Depository Trust Company ("DTC"), in accordance with applicable
DTC procedures.
On the Redemption Date, (i) the Redemption Price will
become due and payable on the Notes, (ii) unless the Issuer
defaults in making payment of the Redemption Price, interest on the
Notes shall cease to accrue on and after the Redemption Date and
(iii) the only remaining right of the holder with respect to the
Notes will be to receive payment of the Redemption Price upon
surrender of the Notes to the Paying Agent.
*No representation
is made as to the correctness of the CUSIP or ISIN number either as
printed on the Notes or as contained in this Notice of Redemption
and the holder should rely only on the other identification numbers
printed on the Notes. This CUSIP number has been assigned to this
issue by Standard and Poor's Corporation and is included solely for
the convenience of the holders. Neither the Issuer, the Trustee nor
the Paying Agent or any of their agents shall be responsible for
the selection or use of this CUSIP number, nor is any
representation made as to its correctness on the bonds or as
indicated in any redemption notice.
IMPORTANT TAX
INFORMATION
EXISTING U.S. FEDERAL INCOME TAX LAW
MAY REQUIRE BACKUP WITHHOLDING OF 24% OF ANY PAYMENTS TO HOLDERS
PRESENTING THEIR SECURITIES FOR PAYMENTS WHO HAVE FAILED TO FURNISH
A TAXPAYER IDENTIFICATION NUMBER, CERTIFIED TO BE CORRECT UNDER
PENALTY OF PERJURY ON A COMPLETE AND VALID INTERNAL REVENUE SERVICE
("IRS") FORM W-9 OR APPLICABLE FORM W-8 TO THE APPLICABLE PAYER OR
WITHHOLDING AGENT. HOLDERS MAY ALSO BE SUBJECT TO A PENALTY OF
$50.00 FOR FAILURE TO PROVIDE SUCH NUMBER.
Sincerely,
SANTANDER UK GROUP
HOLDINGS PLC