REG - Santander UKGrp Hdgs - Tender Offer

Banco Santander SAAnnouncement

27/06/2022 12:15

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RNS Number : 3036Q  Santander UK Group Holdings PLC  27 June 2022

Santander UK Group Holdings plc announces Tender Offer for its
€1,000,000,000 1.125% Senior Notes due 2023

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 DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED ("UK MAR")

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE
UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE
U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN
MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA
OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH
OR DISTRIBUTE THIS DOCUMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)

27 June 2022.  Santander UK Group Holdings plc (the Offeror) announces today
its invitation to holders of its €1,000,000,000 1.125% Senior Notes due 2023
(ISIN: XS1487315860) (the Notes) to tender their Notes for purchase by the
Offeror for cash (the Offer).  The Offer is being made on the terms and
subject to the conditions contained in the tender offer memorandum dated 27
June 2022 (the Tender Offer Memorandum) prepared by the Offeror, and is
subject to the offer restrictions set out below and as more fully described in
the Tender Offer Memorandum.

Copies of the Tender Offer Memorandum are (subject to distribution
restrictions) available from the Tender Agent as set out below.  Capitalised
terms used in this announcement but not defined have the meanings given to
them in the Tender Offer Memorandum. The Tender Offer Memorandum is also
available, subject to eligibility confirmation and registration, from the
following website (the Offer Website): https://deals.is.kroll.com/santander.

Summary

A summary of certain of the terms of the Offer appears below:

 Description of the Notes                       ISIN/ Common Code         Outstanding Nominal Amount  Maturity Date     Benchmark                   Purchase Spread  Amount subject to the Offer
 €1,000,000,000 1.125% Senior Notes due 2023    XS1487315860 / 148731586  €1,000,000,000              8 September 2023  Interpolated Mid-Swap Rate  60 bps           Any and all

Rationale for the Offer

The Offer, to the extent any Notes are accepted for purchase, will enable the
Offeror to optimise its funding structure in line with the evolving
environment.

Details of the Offer

Purchase Price

The Offeror will pay for Notes accepted by it for purchase pursuant to the
Offer at a price (the Purchase Price) to be determined at or around 11.00 a.m.
(London time) (the Pricing Time) on 5 July 2022 (the Pricing Date) in the
manner described in the Tender Offer Memorandum by reference to the sum (such
sum, the Purchase Yield) of a purchase spread of 60 basis points (the Purchase
Spread) and the Interpolated Mid-Swap Rate.

The Purchase Price will be determined in accordance with market convention and
expressed as a percentage of the nominal amount of the Notes accepted for
purchase pursuant to the Offer (rounded to the nearest 0.001 per cent., with
0.0005 per cent. rounded upwards), and is intended to reflect a yield to
maturity of the Notes on the Settlement Date equal to the Purchase Yield.
Specifically, the Purchase Price will equal (a) the value of all remaining
payments of principal and interest on the Notes up to and including the
scheduled maturity date of the Notes, discounted to the Settlement Date at a
discount rate equal to the Purchase Yield, minus (b) Accrued Interest.

Accrued Interest

The Offeror will also pay an Accrued Interest Payment in respect of Notes
accepted for purchase pursuant to the Offer.

Any and All Offer

If the Offeror decides to accept valid tenders of any Notes for purchase
pursuant to the Offer, it will accept for purchase all Notes that are validly
tendered in full, with no pro rata scaling.

Tender Instructions

In order to participate in, and be eligible to receive the Purchase Price and
Accrued Interest Payment pursuant to, the Offer, Noteholders must validly
tender their Notes for purchase by delivering, or arranging to have delivered
on their behalf, a valid Tender Instruction that is received by the Tender
Agent by 4.00 p.m. (London time) on 4 July 2022 unless extended, re-opened,
amended and/or terminated as provided in the Tender Offer Memorandum.  Tender
Instructions will be irrevocable except in the limited circumstances described
in the Tender Offer Memorandum.

Tender Instructions must be submitted in respect of a minimum nominal amount
of Notes of no less than €100,000, being the minimum denomination of the
Notes, and may be submitted in integral multiples of €1,000 thereafter.

Indicative Timetable for the Offer

 Events                                                                              Times and Dates

                                                                                     (All times are London time)
 Commencement of the Offer
 Announcement of the Offer.  Tender Offer Memorandum available on the Offer          Monday, 27 June 2022
 Website and from the Tender Agent (subject to the offer restrictions set out
 below in "Offer and Distribution Restrictions").
 Expiration Deadline
 Final deadline for receipt of valid Tender Instructions by the Tender Agent in      4.00 p.m. on Monday, 4 July 2022
 order for Noteholders to be able to participate in the Offer.
 Pricing Time and Pricing Date
 Determination of the Interpolated Mid-Swap Rate, Purchase Yield and Purchase        At or around 11.00 a.m. on Tuesday, 5 July 2022
 Price.
 Announcement of Results and Pricing
 Announcement of whether the Offeror will accept valid tenders of Notes              As soon as reasonably practicable after the Pricing Time on Tuesday, 5 July
 pursuant to the Offer and, if so accepted, the aggregate nominal amount of          2022
 Notes accepted for purchase, the Interpolated Mid-Swap Rate, the Purchase
 Yield and the Purchase Price.
 Settlement Date
 Expected Settlement Date for the Offer.                                             Wednesday, 6 July 2022

 Payment of the Purchase Price and Accrued Interest for any Notes accepted for
 purchase and settlement of such purchases.

The Offeror may, in its sole discretion, extend, re-open, amend, waive any
condition of and/or terminate the Offer at any time (subject to applicable law
and as provided in the Tender Offer Memorandum) and the above times and dates
are subject to the right of the Offeror to so extend, re-open, amend, waive
any condition of and/or terminate the Offer.

Noteholders are advised to check with any bank, securities broker or other
intermediary through which they hold the Notes when such intermediary would
need to receive instructions from a Noteholder in order for that Noteholder to
be able to participate in, or (in the limited circumstances in which
revocation is permitted) revoke their instruction to participate in, the Offer
by the deadlines set out above.  The deadlines set by any such intermediary
and each Clearing System for the submission and withdrawal of Tender
Instructions will be earlier than the relevant deadlines set out above and in
the Tender Offer Memorandum.

Unless stated otherwise, announcements in connection with the Offer will be
made by the Offeror (i) through RNS and (ii) by the delivery of notices to the
Clearing Systems for communication to Direct Participants.  Such
announcements may also be found on the relevant Reuters Insider Screen and be
made by the issue of a press release to a Notifying News Service.  Copies of
all such announcements, press releases and notices can also be accessed on the
Offer Website or obtained upon request from the Tender Agent, the contact
details for which are below.  Significant delays may be experienced where
notices are delivered to the Clearing Systems and Noteholders are urged to
contact the Tender Agent for the relevant announcements during the course of
the Offer.  In addition, Noteholders may contact the Dealer Managers for
information using the contact details below.

Noteholders are advised to read carefully the Tender Offer Memorandum for full
details of and information on the procedures for participating in the Offer.

Banco Santander, S.A. (Telephone: +44 7418 709 688 / +44 7708 315 191;
Attention: Liability Management; Email: Tommaso.GrosPietro@gruposantander.com
/ Alex.Pilkington@gruposantander.com) and NatWest Markets Plc (Telephone: +44
20 7678 5222; Attention: Liability Management; Email:
NWMLiabilityManagement@natwestmarkets.com) are acting as Dealer Managers for
the Offer and Kroll Issuer Services Limited (Telephone: +44 20 7704 0880;
Attention: Owen Morris; Email: santander@is.kroll.com) is acting as Tender
Agent.

Questions and requests for assistance in connection with (i) the Offer may be
directed to the Dealer Managers and (ii) the delivery of Tender Instructions
may be directed to the Tender Agent, the contact details for each of which are
set out above.

This announcement is released by the Offeror 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 Offer described
above. For the purposes of UK MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055 as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018 (as amended), this announcement is made
by Tom Ranger, Treasurer at Santander UK Group Holdings plc.

DISCLAIMER This announcement must be read in conjunction with the Tender Offer
Memorandum.  This announcement and the Tender Offer Memorandum contain
important information which should be read carefully before any decision is
made with respect to the Offer.  If any Noteholder is in any doubt as to the
action it should take, it is recommended to seek its own financial and legal
advice, including in respect of any tax consequences, from its broker, bank
manager, solicitor, accountant or other independent financial, tax or legal
adviser.  Any individual or company whose Notes are held on its behalf by a
broker, dealer, bank, custodian, trust company or other nominee must contact
such entity if it wishes to tender such Notes pursuant to the Offer. None of
the Offeror, the Dealer Managers or the Tender Agent makes any recommendation
whether Noteholders should tender Notes pursuant to the Offer.

OFFER AND DISTRIBUTION RESTRICTIONS

The distribution of this announcement and the Tender Offer Memorandum in
certain jurisdictions may be restricted by law.  Persons into whose
possession this announcement and/or the Tender Offer Memorandum comes are
required by each of the Offeror, the Dealer Managers and the Tender Agent to
inform themselves about, and to observe, any such restrictions.  Neither this
announcement nor the Tender Offer Memorandum constitutes an offer to buy or a
solicitation of an offer to sell the Notes (and tenders of Notes in the Offer
will not be accepted from Noteholders) in any circumstances in which such
offer or solicitation is unlawful.  In those jurisdictions where the
securities, blue sky or other laws require the Offer to be made by a licensed
broker or dealer and either Dealer Manager or any of the Dealer Managers'
respective affiliates is such a licensed broker or dealer in any such
jurisdiction, the Offer shall be deemed to be made by such Dealer Manager or
such affiliate, as the case may be, on behalf of the Offeror in such
jurisdictions.

United States.  The Offer is not being made, and will not be made, directly
or indirectly, in or into, or by use of the mails of, or by any means or
instrumentality of interstate or foreign commerce of, or of any facilities of
a national securities exchange of, the United States. This includes, but is
not limited to, facsimile transmission, electronic mail, telex, telephone, the
internet and other forms of electronic communication. The Notes may not be
tendered in the Offer by any such use, means, instrumentality or facility from
or within the United States or by persons located or resident in the United
States.  Accordingly, copies of the Tender Offer Memorandum and any other
documents or materials relating to the Offer are not being, and must not be,
directly or indirectly mailed or otherwise transmitted, distributed or
forwarded (including, without limitation, by custodians, nominees or trustees)
in or into the United States or to any persons located or resident in the
United States.  Any purported tender of Notes in the Offer resulting directly
or indirectly from a violation of these restrictions will be invalid and any
purported tender of Notes made by, or by any person acting for the account or
benefit of, a person located in the United States or any agent, fiduciary or
other intermediary acting on a non-discretionary basis for a principal giving
instructions from within the United States will be invalid and will not be
accepted.

Each Noteholder participating in the Offer will represent that it is not
located in the United States and is not participating in the Offer from the
United States or it is acting on a non-discretionary basis for a principal
located outside the United States that is not giving an order to participate
in the Offer from the United States. For the purposes of this and the above
paragraph, United States means the United States of America, its territories
and possessions (including Puerto Rico, the U.S Virgin Islands, Guam, American
Samoa, Wake Island and the Northern Mariana Islands), any state of the United
States of America and the District of Columbia.

Italy.  None of the Offer, this announcement, the Tender Offer Memorandum or
any other document or materials relating to the Offer have been submitted to
the clearance procedures of the Commissione Nazionale per le Società e la
Borsa (CONSOB) pursuant to Italian laws and regulations.  The Offer is being
carried out in the Republic of Italy (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.
Accordingly, Noteholders or beneficial owners of the Notes that are located in
Italy can tender Notes for purchase through authorised persons (such as
investment firms, banks or financial intermediaries permitted to conduct such
activities in Italy in accordance with the Financial Services Act, CONSOB
Regulation No. 20307 of 15 February 2018, as amended from time to time, and
Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance
with applicable laws and regulations or with requirements imposed by CONSOB or
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 and/or the Offer.

United Kingdom.  The communication of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the 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, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in the United
Kingdom. The communication of such documents and/or materials as a financial
promotion is only being made to, and may only be acted upon by, 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)) or persons who are within Article 43 of the Financial
Promotion Order, or any other persons to whom it may otherwise lawfully be
made under the Financial Promotion Order.

France.  The Offer is not being made, directly or indirectly, to the public
in the Republic of France (France).  This announcement, the Tender Offer
Memorandum and any other document relating to the Offer have only been and
shall only be distributed in France to qualified investors as defined in
Article 2(e) of Regulation (EU) 2017/1129.  Neither this announcement nor the
Tender Offer Memorandum have been or will be submitted for clearance to or
approved by the Autorité des Marchés Financiers.

 

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