Last checked at 13 Jul 2012 13:32
NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT")) OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS NOTICE
RESULTS OF TENDER OFFER
On 3rd July 2012 Santander UK plc (the "Company") invited (subject to offer restrictions) holders (the "Noteholders") of the respective series of notes referred to below (collectively, the "Notes", and each series, a "Series" of Notes) to tender the Notes held by such Noteholders to the Company for purchase by the Company, upon the terms and subject to the conditions set out in a Tender Offer Memorandum dated 5th July 2012.
Capitalised terms used in this announcement of results and not otherwise defined herein shall have the meanings ascribed to them in the Tender Offer Memorandum.
The Company announced it would purchase for cash an aggregate principal amount of validly tendered Notes such that the GBP-equivalent of the total amount payable by the Company for all of the Notes that are accepted for purchase (excluding the aggregate Accrued Interest Amount), would not exceed the Total Purchase Funds Available. As Offers to Sell received by the Tender Agent have resulted in an aggregate cash consideration (excluding the aggregate Accrued Interest Amount) which would be payable by the Company which is greater than the Total Purchase Funds Available, the Company has decided to increase the Total Purchase Funds Available to £1,881,983,807.57.
Accordingly the Company will purchase the aggregate principal amount of validly tendered Notes of each Series as set out below, in each case for cash at the relevant Tender Price as set out below (plus, in each case, accrued and unpaid interest from the most recent interest payment date) on the Settlement Date of 16th July 2012, in each case without proration:
Description of the Notes | Issuer | ISIN | Tender Price | Aggregate principal amount of Notes accepted for purchase |
€150,000,000 Subordinated Floating Rate Notes due 2017 issued on 28 February 2005 | Santander UK plc (formerly Alliance & Leicester plc) | XS0213428310 | 82.5% (€8,250 for each €10,000 in principal amount) | €150,000,000 |
€100,000,000 Callable Step-Up Subordinated Floating Rate Notes due 2017 issued on 10 October 2005 | Santander UK plc (formerly Alliance & Leicester plc) | XS0231226779 | 81.5% (€815 for each €1,000 in principal amount) | €99,500,000 |
£150,000,000 6.5% Subordinated Notes due 2030 issued on 21 October 1999 | Santander UK plc (formerly Abbey National plc) | XS0103012893 | 88% (£880 for each £1,000 in principal amount) | £120,656,000 |
£150,000,000 10.125% Subordinated Guaranteed Bonds due 2023 issued on 4 February 1993 | Santander UK plc (formerly Abbey National Sterling Capital plc) | XS0041864512 | 107.5% (£10,750 for each £10,000 in principal amount) | £77,190,000 |
£150,000,000 11.5% Subordinated Guaranteed Bonds due 2017 issued on 30 December 1991 | Santander UK plc (formerly Abbey National Sterling Capital plc) | XS0034981661 | 117.5% (£11,750 for each £10,000 in principal amount) | £95,190,000 |
£350,000,000 Subordinated Callable Step-Up Notes due 2023 issued on 30 April 2008 | Santander UK plc (formerly Alliance & Leicester plc) | XS0361244311 | 104.5% (£1,045 for each £1,000 in principal amount) | £227,670,000 |
£150,000,000 5.25% Step-up Subordinated Callable Notes due 2023 issued on 6 March 2003 | Santander UK plc (formerly Alliance & Leicester plc) | XS0164078791 | 93% (£930 for each £1,000 in principal amount) | £148,881,000 |
£150,000,000 5.875% Subordinated Notes due 2031 issued on 14 August 2001 | Santander UK plc (formerly Alliance & Leicester plc) | XS0133956168 | 79% (£790 for each £1,000 in principal amount) | £139,381,000 |
Further Information
Lucid Issuer Services Limited were appointed by the Company as Tender Agent for the purposes of the Tender Offer. Bank of America Merrill Lynch, Barclays and Santander Global Banking & Markets were appointed by the Company as Dealer Managers for the purposes of the Tender Offer.
THE DEALER MANAGERS
Bank of America Merrill Lynch Merrill Lynch International 2 King Edward Street London EC1A 1HQ | Barclays Barclays Bank PLC 5 The North Colonnade London E14 4BB | Santander Global Banking & Markets Banco Santander, S.A. Ciudad Grupo Santander Edificio Encinar Avenida de Cantabria 28660, Boadilla del Monte Madrid |
Tel:+44 20 7995 3715 / 2324 Email:john.m.cavanagh@baml.com/ tommaso.gros-pietro@baml.com | Tel: +44 207 773 8990 Email: eu.lm@barclays.com | Tel: + 44 20 7756 6615 / 7202 Email: Patrick.El-Hawa@santandergbm.com /heike.hoehl@santandergbm.com |
TENDER AGENT
Lucid Issuer Services Limited Leroy House 5 436 Essex Road London N1 3QP Attention: Sunjeeve Patel / David Shilson Telephone: +44 (0) 20 7704 0880 Email: santander@lucid-is.com |
Disclaimer This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information. If any Noteholder is in any doubt as to the action it should take, it is recommended to seek its own financial advice, including in respect of any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser.