FWP 1 a19-27514_2fwp.htm FWP

 

MiFID II professionals/ECPs only; no PRIIPs KID

 

Filed Pursuant to Rule 433

Registration No. 333-232887

January 6, 2020

 

 

PRICING TERM SHEET

 

Santander UK plc

 

U.S.$1,250,000,000 2.100% Notes due 2023

 

Issuer:

 

Santander UK plc

 

 

 

Expected Issue Ratings:

 

Aa3 (Negative) (Moody’s) / A (Stable) (S&P) / A+ (Stable) (Fitch)*

 

 

 

Status:

 

Senior, Unsecured

 

 

 

Offering Format:

 

SEC-Registered

 

 

 

Form of Notes:

 

Registered Global Note

 

 

 

Aggregate Principal Amount:

 

U.S.$1,250,000,000

 

 

 

Trade Date:

 

January 6, 2020

 

 

 

Settlement / Issue Date:

 

January 13, 2020 which is the fifth Business Day after the Trade Date

 

 

 

Maturity Date:

 

January 13, 2023

 

 

 

Interest Rate:

 

2.100% per annum (semi-annual)

 

 

 

Interest Payment Dates:

 

Each January 13 and July 13, commencing on July 13, 2020 and ending on the Maturity Date

 

 

 

Business Day:

 

Means any day, other than Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in the City of New York or London, England are authorized or required by law, regulation or executive order to close.

 

 

 

Business Day Convention:

 

Following Business Day Convention

 

 

 

Day Count Fraction:

 

30 / 360, unadjusted

 

 

 

Benchmark Treasury:

 

1.625% UST due December 15, 2022

 

 

 

Benchmark Price and Yield:

 

100-06 ¾ / 1.551%

 

 

 

Spread to Benchmark Treasury:

 

T+ 57 bps

 

 

 

Re-offer Yield:

 

2.121% (semi-annual)

 

 

 

Price to Public:

 

99.939% of the principal amount

 

 

 

Underwriting Discount:

 

0.200% of the principal amount

 

 

 

All-in Price:

 

99.739%

 

 

 

All-in Yield:

 

2.190% (semi-annual)

 

 

 

Net Proceeds (before expenses):

 

U.S.$1,246,737,500

 

 

 

Agreement with Respect to the Exercise of UK Bail-in Power:

 

Notwithstanding any other term of the notes, the indenture or any other agreements, arrangements, or understandings between the Issuer and any holder of notes, by its acquisition of the notes, each holder of notes (including each holder of a beneficial interest in the notes) acknowledges, accepts, agrees to be bound by and consents to: (a) the effect of the exercise of the UK bail-in power (as defined below) by the relevant UK resolution authority (as defined below) whether or not imposed with prior notice, that may include and result in any of the following, or some combination thereof: (i) the reduction of all, or a portion, of the Amounts Due (as defined below); (ii) the conversion of all, or a portion, of the Amounts Due on the notes into shares, other securities or other obligations of the Issuer or another person (and the issue to or conferral on the holders of notes of such shares, securities or obligations), including by means of an amendment, modification or variation of the terms of the notes; (iii) the

 

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cancellation of the notes; (iv) the amendment or alteration of the maturity of the notes or amendment of the amount of interest payable on the notes, or the date on which the interest becomes payable, including by suspending payment for a temporary period; and (b) the variation of the terms of the notes, if necessary, to give effect to the exercise of the UK bail-in power by the relevant UK resolution authority.

 

For these purposes, “Amounts Due” are the principal amount of, and accrued but unpaid interest, including any Additional Amounts (as defined in the preliminary prospectus supplement for the offering to which this communication relates) due on, the notes. References to principal and interest will include payments of principal and interest that have become due and payable but which have not been paid, prior to the exercise of any UK bail-in power by the relevant UK resolution authority.

For purposes of the notes, the “UK bail-in power” is any write-down, conversion, transfer, modification, or suspension power existing from time to time under, and exercised in compliance with, any laws, regulations, rules or requirements in effect in the United Kingdom, relating to the transposition of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms (“BRRD”) as amended from time to time, including but not limited to the UK Banking Act 2009, as the same may be amended from time to time, including by the Financial Services (Banking Reform) Act 2013, and the instruments, rules and standards created thereunder, pursuant to which: (i) any obligation of a regulated entity (or other affiliate of such regulated entity) can be reduced, cancelled, modified, or converted into shares, other securities, or other obligations of such regulated entity or any other person (or suspended for a temporary period); and (ii) any right in a contract governing an obligation of a regulated entity may be deemed to have been exercised.


A reference to a “regulated entity” is to any BRRD undertaking as such term is defined under the PRA Rulebook promulgated by the United Kingdom Prudential Regulation Authority, as amended from time to time, which includes, certain credit institutions, investment firms, and certain of their parent or holding companies and a reference to the “relevant UK resolution authority” is to the Bank of England or any other authority with the ability to exercise a UK bail-in power.

By its acquisition of the notes, each holder of the notes (including each holder of a beneficial interest in the notes), to the extent permitted by the Trust Indenture Act of 1939, will waive any and all claims, in law and/or in equity, against the trustee for, agree not to initiate a suit against the trustee in respect of, and agree that the trustee will not be liable for, any action that the trustee takes, or abstains from taking, in either case in accordance with the exercise of the UK bail-in power by the relevant UK resolution authority with respect to the notes.

 

 

 

Tax Redemption:

 

In the event of various tax law changes that require us to pay additional amounts and other limited circumstances as described in the preliminary prospectus supplement, we may redeem all but not some of the notes prior to maturity.

 

 

 

Joint Book-Running Managers:

 

Barclays Capital Inc., Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, NatWest Markets Securities Inc., Santander Investment Securities Inc.

 

 

 

Paying Agent and Trustee:

 

Wells Fargo Bank, National Association

 

 

 

Denominations:

 

U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof

 

 

 

Delivery:

 

DTC delivery free of payment

 

 

 

CUSIP:

 

80283L AY9

 

 

 

ISIN:

 

US80283LAY92

 

 

 

Expected Listing:

 

New York Stock Exchange

 

 

 

Governing Law:

 

The notes and the indenture will be governed by the laws of the State of New York.

 

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*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.  The ratings are subject to revision or withdrawal at any time by Moody’s, S&P or Fitch. Each of the security ratings above should be evaluated independently of any other security rating.

 

Santander UK plc has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents Santander UK plc has filed with the SEC for more complete information about Santander UK plc and this offering.  You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, Santander UK plc, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. at +1 (888) 603-5847, Citigroup Global Markets Inc. at +1 (800) 831-9146, Morgan Stanley & Co. LLC at +1 (866) 718-1649, NatWest Markets Securities Inc. at +1 (203) 897-6166, and Santander Investment Securities Inc. at +1 (855) 403-3636.

 

MIFID II product governance / Professional investors and ECPs only target market - Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the notes has led to the conclusion that: (i) the target market for the notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, “MiFID II”); and (ii) all channels for distribution of the notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the notes (a “distributor”) should take into consideration the manufacturers’ target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the notes (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels.

 

PRIIPs Regulation / Prohibition of sales to EEA retail investors - The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the “EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive 2002/92/EC (as amended, the “Insurance Mediation Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (the “PRIIPs Regulation”) for offering or selling the notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

 

It is expected that delivery of the Notes will be made against payment thereof on or about January 13, 2020, which will be five U.S. business days (as such term is used for purposes of Rule 15c6-1 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”)) following the date hereof (such settlement cycle being referred to as “T+5”). Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on any date prior to two business days before delivery will be required, by virtue of the fact that the notes initially will not settle in T+2, to specify an alternative settlement cycle at the time of such trade to prevent a failed settlement and should consult their own adviser.

 

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