Last checked at 27 Apr 2010 12:20
THIS NOTICE IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in ANY doubt as to the action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser WHO, if you are TAKING ADVICE in the United Kingdom, IS DULY authorised under the Financial Services and Markets Act 2000.
ALLIANCE & LEICESTER PLC
NOTICE
to the holders of the outstanding £300,000,000 5.827 per cent. Step-up Callable Perpetual Preferred Securities of Alliance & Leicester plc (the Preferred Securities)
ISIN: XS0188550114
Proposed transfer to Santander UK plc of the business of Alliance & Leicester plc under Part VII of the Financial Services and Markets Act 2000
NOTICE IS HEREBY GIVEN to the holders of the Preferred Securities (the Holders) of the proposed transfer (the Transfer) of the business of Alliance & Leicester plc (A&L) to Santander UK plc (Santander UK) (formerly Abbey National plc (Abbey)) and the right of any person who believes that they would be adversely affected by the Transfer to appear at the Court (as defined below) hearing and object to it, as further described below. If the Court approves the Transfer, it is expected to take effect from and including 28 May 2010. Following the Transfer becoming effective, Santander UK will replace A&L as issuer in respect of the Preferred Securities.
Background to the Transfer
Abbey became part of the Santander Group in 2004 and, in 2008, A&L and the Bradford & Bingley savings business and branches became part of the Santander Group's operations in the UK. The intention is to bring Abbey, the Bradford & Bingley savings business and A&L together under the Santander name. The first step of this process was completed in January this year when Abbey and the Bradford & Bingley savings business were re-branded as Santander.
The next step is to integrate the A&L banking and related business with Santander UK. The Transfer will facilitate the integration of the three businesses.
The mechanics of the Transfer
The Transfer will be governed by the provisions of Part VII of the Financial Services and Markets Act 2000 (Part VII). The Transfer requires the approval of the Court. In considering whether to give its approval, the Court will take into account whether the Transfer adversely affects creditors, customers, counterparties to contracts and others. In addition to the Court hearing, the Financial Services Authority will carry out a limited review of the proposed Transfer.
The Court hearing will take place on 13 May 2010 and will be held at The Royal Courts of Justice, Strand, London, WC2A 2LL in the Companies Court of the High Court (Chancery Division) (the Court). Under Part VII, anyone who believes that they will be adversely affected as a result of the Transfer can appear at the Court hearing to raise their objections. Any person who intends so to appear, or who objects to the Transfer but does not intend so to appear, is requested to give not less than three clear days' prior notice in writing of such intention or objection, and the reasons therefor, by writing to Joanne Steven at Lovells LLP, Atlantic House, 50 Holborn Viaduct, London EC1A 2FG. Lovells LLP will ensure that your objections are raised at the Court hearing.
If the date of the Court hearing is changed for any reason, we will notify the new date to any Holders who have contacted Lovells LLP to register an objection. Our website (www.alliance-leicester.co.uk) and the website of Santander UK (www.santander.co.uk), where various materials relating to the Transfer can be obtained, will also be updated.
The effect on the Preferred Securities
The effect of the Transfer is to enable the business of A&L to be transferred to Santander UK without the need to take any further action on the part of the Holders or any relevant party to the related documentation.
On and from the Transfer being effective, Santander UK will replace A&L as issuer in respect of the Preferred Securities. Accordingly, Santander UK will assume all of A&L's rights and obligations under the Preferred Securities and the related documentation, including any Trust Deeds relating to the Preferred Securities, as if Santander UK was the original issuer rather than A&L and A&L will be discharged from any liabilities in respect thereof.
As described above, under Part VII, anyone who believes that they will be adversely affected as a result of the Transfer can appear at the Court hearing to raise their objections. We do not believe, however, that the Transfer will adversely affect the interests of the Holders or give rise to any grounds for objection. Substantially all of A&L's business will vest in Santander UK pursuant to the Transfer. Moody's Investors Service have put on review for upgrade all of the subordinated debt ratings of A&L in anticipation of the Transfer. Standard & Poor's Ratings Services have publicly announced that the ratings of A&L's senior and subordinated obligations will be unaffected by the Transfer.
Following the acquisition of A&L by Santander UK in 2008, the provisions of Condition 6 (Alternative Coupon Satisfaction Mechanism) of the Preferred Securities were amended in August 2009 to allow the ACSM to be effected through the issuance of shares in A&L to either Banco Santander S.A. (the Parent) or Santander UK. Following the Transfer, such ACSM will operate through the issuance of shares in Santander UK to the Parent.
We have notified BNY Corporate Trustee Services Limited as trustee for the holders of the Preferred Securities (the Trustee) of the Transfer. In accordance with normal practice, the Trustee has had no involvement with the Transfer or its formulation and expresses no opinion as to the merits of the Transfer or its impact on the position of the holders of the Preferred Securities. Furthermore, the Trustee does not accept responsibility for the accuracy or completeness of this notice or any other document prepared in connection with the Transfer. The Trustee has confirmed to us that it does not currently intend to attend the Court hearing or raise any objection in respect of the Transfer but Holders are reminded that if they believe that they may be adversely affected by the Transfer they are entitled to attend or raise objections (in accordance with the provisions of the section "The mechanics of the Transfer" above) and be heard at the Court hearing.
Date of the Transfer
As long as the Court gives its approval, we expect the Transfer to be effective from and including 28 May 2010.
Further information about the Transfer
Copies of a statement setting out the terms of the Transfer and further information can be obtained free of charge from Alliance & Leicester plc, from its website at www.alliance-leicester.co.uk, from www.santander.co.uk and by writing to Alliance & Leicester plc at 2 Triton Square, Regent's Place, London NW1 3AN or by telephone on +44 800 015 0964.
ISSUING AND PRINCIPAL PAYING AGENT
Citibank, N.A., London Branch
21st Floor
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
This notice is given by ALLIANCE & LEICESTER PLC on 27 April 2010