21 Jun 2021 10:17
Santander UK plc announces indicative results of its Tender Offer
for its €1,000,000,000 Fixed Rate Notes due 2025
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 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 OR THE DISTRICT OF COLUMBIA OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT
21 June 2021. Santander UK plc (the Offeror) announces today the indicative results of its invitation to holders of its €1,000,000,000 Fixed Rate Notes due 2025 (ISIN: XS1199439222) (the Notes) to tender their Notes for purchase by the Offeror for cash (the Offer).
The Offer was announced on 14 June 2021 and was made on the terms and subject to the conditions contained in the tender offer memorandum dated 14 June 2021 (the Tender Offer Memorandum). Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
The Expiration Deadline for the Offer was 4.00 p.m. (London time) on 18 June 2021.
As at the Expiration Deadline, the Offeror had received valid tenders of €142,198,000 in aggregate nominal amount of the Notes for purchase.
In the event the Offeror decides to accept valid tenders of Notes pursuant to the Offer, it expects to set the Acceptance Amount at €142,198,000 in aggregate nominal amount of the Notes. On the basis of such expected Acceptance Amount, the Offeror expects to accept for purchase all Notes validly tendered pursuant to the Offer with no pro rata scaling.
Noteholders should note that this is a non-binding indication of the level at which the Offeror expects to set the Acceptance Amount.
Pricing for the Offer will take place at around 2.00 p.m. (London time) today (the Pricing Time). As soon as reasonably practicable after the Pricing Time, the Offeror will announce whether it will accept valid tenders of Notes pursuant to the Offer and, if so accepted, the Acceptance Amount, the Interpolated Mid-Swap Rate, the Purchase Yield and the Purchase Price.
The expected Settlement Date for the Offer is 22 June 2021.
Banco Santander, S.A. (Telephone: +44 7418 709 688 / +44 7742 403 679; Attention: Liability Management; Email: tommaso.grospietro@santandercib.co.uk / adam.crocker@santandercib.co.uk) and J.P. Morgan Securities plc (Telephone: +44 20 7134 2468; Attention: Liability Management; Email: liability_management_EMEA@jpmorgan.com) are acting as Dealer Managers for the Offer and Lucid Issuer Services Limited (Telephone: +44 20 7704 0880; Attention: Oliver Slyfield; Email: santander@lucid-is.com) is acting as Tender Agent.
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 plc.
DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement. 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.