REG - Santander UKGrp Hdgs - Notice of Optional Full Redemption

CitigroupAnnouncement

10/11/2022 18:30

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RNS Number : 0550G  Santander UK Group Holdings PLC  10 November 2022

NOTICE OF OPTIONAL FULL REDEMPTION

 

TO HOLDERS OF

SANTANDER UK GROUP HOLDINGS PLC

3.373% Fixed Rate/Floating Rate Notes Due 2024

CUSIP No: 80281L AH8; ISIN No: US80281LAH87* (the "Notes")

 

November 10, 2022

 

 

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 as further
amended and supplemented by a second supplemental indenture dated as of
January 5, 2018, 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 January 5, 2023 (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, 30(th) 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

 

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