TIDMSAN
RNS Number : 9644D
Santander UK Plc
24 February 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 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
February 24, 2020 - Santander UK plc (the "Offeror") announces
the launch of its 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 Tender Offer will expire at 11:59 p.m., New York City time,
on March 20, 2020, unless extended or earlier terminated by the
Offeror in its sole discretion (such time and date, as the same may
be extended, the "Expiration Time"). Holders who validly tender
their Notes may withdraw such Notes at any time prior to 5:00 p.m.,
New York City time, on March 6, 2020 (such time and date, as the
same may be extended, the "Withdrawal Deadline").
To receive the Total Consideration, which includes an early
tender payment of $30.00 per $1,000 principal amount of Notes
accepted for purchase pursuant to the Tender Offer (the "Early
Tender Payment"), Holders must validly tender and not validly
withdraw their Notes so that they are received by the Information
and Tender Agent at or prior to 5:00 p.m., New York City time, on
March 6, 2020, unless extended (such time, as the same may be
extended, the "Early Tender Time"). Holders who validly tender
their Notes after the Early Tender Time but whose tenders of Notes
are received by the Information and Tender Agent at or prior to the
Expiration Time will be eligible to receive only the Tender Offer
Consideration, which is an amount equal to the Total Consideration
minus the Early Tender Payment.
The following table sets forth certain terms of the Tender
Offer:
Reference
Outstanding U.S. Bloomberg Fixed Early
Title of Securities Principal Maximum Treasury Reference Spread Tender
Notes Codes Amount(1) Tender Amount Security Page (bps)(2) Payment(3)
-------------- -------------- ---------------- -------------- ----------- ------------ ----------- ------------
Regulation S:
ISIN:
XS0989359756
/ Common
Code:
098935975 1.375%
5.000 per U.S.
cent. Fixed Rule 144A: $600,000,000 Treasury
Rate ISIN: aggregate Security
Subordinated US80283LAA17 principal due
Notes due / CUSIP: amount of February
2023 80283L AA1 $1,500,000,000 Notes 15, 2023 FIT1 90 $30.00
___________________
(1) Banco Santander, S.A., the ultimate parent of and majority shareholder of the Offeror, holds approximately $41,000,000 in principal amount of the Notes.
(2) The Total Consideration is calculated with reference to the
Fixed Spread set out above and includes the Early Tender
Payment.
(3) Per $1,000 principal amount of Notes validly tendered and
received by the Information and Tender Agent at or prior to the
Early Tender Time and accepted for purchase. The Total
Consideration, when calculated with reference to the Fixed Spread
set out above, already includes the Early Tender Payment.
The Total Consideration will be calculated at the Tender Price
Determination Time at 10:00 a.m., New York City time, on March 9,
2020 in the manner set out in the Offer to Purchase, with reference
to the Fixed Spread and includes the Early Tender Payment. The
Tender Offer Consideration will equal the Total Consideration minus
the Early Tender Payment.
In addition to the Tender Offer Consideration or the Total
Consideration, as applicable, all Holders of Notes accepted for
purchase will also receive accrued and unpaid interest on such
Notes, rounded to the nearest $0.01 per $1,000 principal amount of
Notes (with $0.005 being rounded upwards), from the last interest
payment date up to, but not including, the Early Settlement Date or
the Final Settlement Date (each as defined below), as
applicable.
The Offeror is offering to purchase up to an aggregate principal
amount of $600,000,000 of the Notes, subject to the sole discretion
of the Offeror to, subject to applicable law, amend the Tender
Offer. Notes may be subject to proration if the aggregate principal
amount of Notes validly tendered and not validly withdrawn as of
the Early Tender Time or the Expiration Time, as applicable, is
greater than the Maximum Tender Amount, as further described in the
Offer to Purchase. Furthermore, Notes tendered at or prior to the
Early Tender Time will be accepted for purchase in priority to
Notes tendered after the Early Tender Time, and to the extent Notes
are tendered at or prior to the Early Tender Time and accepted for
purchase pursuant to the Tender Offer, the portion of the Maximum
Tender Amount available for the purchase of Notes tendered after
the Early Tender Time could be reduced significantly or eliminated
altogether.
The Tender Offer is conditioned on the satisfaction of the
Conditions (as defined in the Offer to Purchase). The Tender Offer
is not subject to a minimum tender condition.
It is expected that payment for Notes tendered at or prior to
the Early Tender Time will be made on March 10, 2020 (the "Early
Settlement Date"), and payment for Notes tendered after the Early
Tender Time but at or prior to the Expiration Time will be made on
March 24, 2020 (the "Final Settlement Date").
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 Tender Offer, to the extent accepted, will enable the
Offeror to optimize its regulatory capital structure in line with
the evolving regulatory environment.
None of the Offeror, the Dealer Managers or the Information and
Tender Agent (nor any director, officer, employee, agent or
affiliate of any such person) makes any recommendation whether
Holders should tender or refrain from tendering Notes in the Tender
Offer. Holders must make their own decision as to whether to tender
Notes and, if so, the principal amount of the Notes to tender.
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 (0) 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
(outside the United States); and (ii) Santander Investment
Securities Inc. at +1 212 940 1442 (U.S. collect) or +1 855 404
3636 (U.S. toll free).
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 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 announcement release 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 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
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.
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. 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.
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 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 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 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 15 February
2018, as amended, and Legislative Decree No. 385 of 1 September
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-Ã -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 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.
Forward-Looking Information
This announcement contains certain forward-looking statements
which reflect the Offeror's 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 Offeror 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 Offeror cannot guarantee that any
forward-looking statement will be realized, although it believes it
has been prudent in its 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 Offeror undertakes 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.
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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