REG - Santander UKGrp Hdgs Santander UK Plc - Pricing of Tender Offers
10/03/2023 17:15
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RNS Number : 6385S Santander UK Group Holdings PLC 10 March 2023
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 pricing of
their cash tender offers
March 10, 2023 - Santander UK Group Holdings plc ("Santander Holdings")
announces the pricing 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 pricing 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 are making 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 (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 will expire at 5:00 p.m., New York City time,
on March 10, 2023, unless extended or earlier terminated by the relevant
Offeror in its sole discretion (such time and date with respect to the
relevant Any and All Offer, as the same may be extended, the "Expiration
Deadline"). Holders who validly tender their Securities pursuant to an Any and
All Offer may withdraw such Securities at any time prior to 5:00 p.m., New
York City time, on March 10, 2023 (such time and date with respect to the
relevant Any and All Offer, as the same may be extended, the "Withdrawal
Deadline").
To participate in the relevant Any and All Offer, and be eligible to receive
the applicable Total Consideration, Holders must (i) validly tender and not
validly withdraw their Securities so that they are received by the Tender and
Information Agent at or prior to the Expiration Deadline or (ii) deliver 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:
Securities Codes Outstanding Principal Amount Fixed Spread (basis points) Reference Security Bloomberg Reference Page
Title of Securities
Issuer Reference Yield Total Consideration((1))
4.750% Dated Subordinated Notes due 2025 Santander UK Group Holdings plc Regulation S: U.S.$724,981,000 +115 4.625% U.S. Treasury Security due February 28, 2025 (ISIN: US91282CGN56) FIT1 4.643% U.S.$976.05
ISIN: XS1291333760
Common Code: 129133376
Rule 144A:
ISIN: US80281LAA35
CUSIP:
80281LAA3
5.625% Dated Subordinated Notes due 2045 Santander UK Group Holdings plc Regulation S: U.S.$400,000,000 +245 3.875% U.S. Treasury Security due February 15, 2043 (ISIN: US912810TQ13) FIT1 3.928% U.S.$910.69
ISIN: XS1291352711
Common Code: 129135271
Rule 144A:
ISIN: US80281LAB18 CUSIP:
80281LAB1
7.95% Term Subordinated Securities due 2029 Santander UK plc ISIN: US002920AC09 CUSIP: 002920AC0 U.S.$214,174,000 +250 4.000% U.S. Treasury Security due February 29, 2028 (ISIN: US91282CGP05) FIT1 3.979% U.S.$1,078.01
6.50% Subordinated Notes due 2030 Santander UK plc ISIN: XS0103012893 £21,844,000 +190 0.375% Gilt due October 22, 2030 (ISIN: GB00BL68HH02) PXUK 3.473% £1,063.84
Common Code:
10301289
30 Year Step-Up Perpetual Callable Subordinated Notes Santander UK plc ISIN: £14,366,000 +190 0.375% Gilt due October 22, 2030 (ISIN: GB00BL68HH02) PXUK 3.473% £1,101.21
XS0117973429
Common Code:
011797342
__________________________
Notes:
(1) 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 (subject to extension). The
"Guaranteed Delivery Settlement Date" for Securities tendered using guaranteed
delivery procedures is expected to be on or about March 15, 2023 (subject to
extension). 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.
Subject to applicable law and the terms and conditions of the Offer to
Purchase, each Offeror may terminate any or all of its Any and All Offers,
waive any or all of the Conditions prior to the Expiration Deadline, extend
the Expiration Deadline, or amend the terms of any or all of its Any and All
Offers.
None of the Offerors, the Dealer Managers or the Tender and Information Agent
(nor any director, officer, employee, agent or affiliate of any such person)
makes any recommendation whether Holders should tender or refrain from
tendering Securities in the Any and All Offers. Holders must make their own
decision as to whether to tender Securities and, if so, the principal amount
of the Securities to tender.
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
(mailto: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
(mailto: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.
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