UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 under the
Securities Exchange Act of 1934
For the month of December, 2020
Commission File Number 001-37595
SANTANDER UK GROUP HOLDINGS PLC
(Translation of registrant's name into English)
2 Triton Square,
Regent's Place,
London NW1 3AN, England
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
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.
Santander UK plc and Santander UK Group Holdings plc announce early results of cash
tender offers for four series of Notes
December 1, 2020 — Santander UK plc (”Santander”) announced today the early results of its previously
announced offers to purchase for cash up to:
(i) $314,265,000 of its outstanding $897,900,000 5.000% Fixed Rate Subordinated Notes due 2023; and
(ii) $130,313,000 of its outstanding $260,626,000 7.95% Term Subordinated Securities due October 26, 2029 (collectively, the
“Santander Notes” and such offers, the “Santander Tender Offers”).
Santander UK Group Holdings plc (“Santander Holdings,” and, together with Santander, the “Offerors” and each, an “Offeror”) announced today the
early results of its previously announced offers to purchase for cash up to:
(i) $300,000,000 of its outstanding $1,000,000,000 4.750% Dated Subordinated Notes due 2025; and
(ii) $100,000,000 of its outstanding $500,000,000 5.625% Dated Subordinated Notes due 2045
(collectively, the “Santander Holdings Notes” and, together with the Santander Notes, the “Notes”, and such offers, the “Santander Holdings Tender
Offers” and, the Santander Holdings Tender Offers together with the Santander Tender Offers, the “Tender Offers”, and each, a “Tender Offer”).
The Offerors are making separate Tender Offers, each on the terms and subject to the conditions set forth in the offer to purchase dated November
12, 2020 (the “Offer to Purchase”). The Offer to Purchase is available, subject to eligibility confirmation and registration, from the Tender Offers Website: http://www.lucid-is.com/santanderus. Capitalized terms used in this announcement and not
otherwise defined have the meanings ascribed to them in the Offer to Purchase.
As at 5:00 p.m., New York City time, on November 30, 2020 (the “Early Tender Time”), $157,501,000 in aggregate principal amount
of the 5.000% Fixed Rate Subordinated Notes due 2023, $37,509,000 in aggregate principal amount of the 7.95% Term Subordinated Securities due October 26, 2029, $274,719,000 in aggregate principal amount of the 4.750% Dated Subordinated Notes due
2025, and $270,203,000 in aggregate principal amount of the 5.625% Dated Subordinated Notes due 2045 was validly tendered and not validly withdrawn pursuant to the Tender Offers. Because the aggregate principal amount of the 5.625% Dated
Subordinated Notes due 2045 validly tendered and not withdrawn was greater than the applicable Maximum Tender Amount for such series of Notes, Santander Holdings has accepted such series of Notes for purchase on a pro rata basis (as described in
the Offer to Purchase).
The table below identifies the principal amount of each series of Notes each of the Offerors has accepted for purchase pursuant to the Tender Offers
made by it and provides details of the proration.
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Title of
Notes
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Issuer
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Securities Codes
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Outstanding
Principal
Amount(1)
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Maximum
Tender
Amount
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Principal
Amount
Tendered(2)
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Principal
Amount
Accepted
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Proration
Factor
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5.000 per cent.
Fixed Rate
Subordinated Notes
due 2023
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Santander UK plc
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Regulation S:
ISIN: XS0989359756 / Common Code: 098935975
Rule 144A:
ISIN: US80283LAA17 / CUSIP:
80283L AA1
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$897,900,000
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$314,265,000
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$157,501,000
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$157,501,000
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N/A
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7.95 per cent.
Term Subordinated
Securities due
October 26, 2029
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Santander UK plc
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ISIN:US002920AC09
CUSIP:
002920 AC0
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$260,626,000
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$130,313,000
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$37,509,000
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$37,509,000
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N/A
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4.750 per cent.
Dated
Subordinated Notes
due 2025
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Santander UK Group Holdings plc
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Regulation S:
ISIN: XS1291333760
Common Code: 129133376
Rule 144A:
ISIN: US80281LAA35
CUSIP:
80281L AA3
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$1,000,000,000
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$300,000,000
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$274,719,000
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$274,719,000
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N/A
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5.625 per cent.
Dated
Subordinated Notes
due 2045
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Santander UK Group Holdings plc
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Regulation S:
ISIN: XS1291352711
Common Code: 129135271
Rule 144A:
ISIN: US80281LAB18 CUSIP:
80281L AB1
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$500,000,000
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$100,000,000
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$270,203,000
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$100,000,000(3)
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33.186%
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(1) As at the commencement of each of the Tender Offers.
(2) As at the Early Tender Time, as reported by the Information and Tender Agent.
(3) Following adjustment to allow for the aggregate principal amount accepted for purchase pursuant to the Tender Offer for the 5.625 per cent. Dated Subordinated Notes due 2045,
after the rounding of valid tenders of Notes to the nearest $1,000, to equal the Maximum Tender Amount exactly and to provide that (i) no Holder transfers Notes to Santander Holdings in a principal amount of less than the applicable Minimum
Authorized Denomination for such series of Notes and (ii) no Notes in a principal amount of less than the applicable minimum Authorized Denomination are returned to a Holder, all as detailed further in the Offer to Purchase.
Payment for Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Time and accepted for purchase by
the Offerors pursuant to the Tender Offers will be made promptly on the Early Settlement Date, which is expected to occur on December 2, 2020. Notes not accepted for purchase will be promptly returned to the tendering Holders or, as applicable,
unblocked in the relevant account with Euroclear and/or Clearstream, Luxembourg, as applicable.
Each Offeror will announce the Reference Yield, the Total Consideration and the Tender Offer Consideration for the relevant series of Notes as soon
as practicable after the determination thereof. The Tender Price Determination Time is 10:00 a.m., New York City time, on December 1, 2020.
In accordance with the terms of each of the Tender Offers, the withdrawal deadline was 5:00 p.m., New York City time, on November 30, 2020. As a
result, tendered Notes may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law (as determined by the relevant Offeror).
The Tender Offers are scheduled to expire at 11:59 p.m., New York City time, on December 14, 2020. Although the Tender Offers are scheduled to
expire at 11:59 p.m., New York City time, on December 14, 2020, Santander Holdings does not expect to accept for purchase any tenders of 5.625% Dated Subordinated Notes due 2045 after the Early Tender Time because the aggregate principal amount of
5.625% Dated Subordinated Notes due 2045 that was validly tendered and not validly withdrawn as at the Early Tender Time exceeded the Maximum Tender Amount for such series of Notes.
Subject to applicable law and the terms and conditions of the Offer to Purchase, each Offeror may terminate any or all Tender Offers made by it,
waive any or all of the Conditions prior to the Expiration Time, extend the Expiration Time or amend the terms of any or all Tender Offers made by it.
The Offerors have retained J.P. Morgan Securities LLC and Santander Investment Securities Inc. to act as the Dealer Managers for the Tender Offers
and Lucid Issuer Services Limited to act as the Information and Tender Agent for the Tender Offers. Questions regarding procedures for tendering Notes may be directed to Lucid Issuer Services Limited at +44 (0) 20 7704 0880 or by email at
santander@lucid-is.com. Additionally, the material relating to the Tender Offers is available at http://www.lucid-is.com/santanderus. Questions regarding the Tender Offers may be directed to (i) J.P. Morgan Securities LLC at (within the United
States) +1 212 834 4045 (U.S. collect) or +1 (866) 834 4666 (U.S. toll free) / (outside the United States) +44 207 134 2468 or by email to liability_management_EMEA@jpmorgan.com; and (ii) Santander Investment Securities Inc. at +1 212 940 1442
(U.S. collect) or +1 855 404 3636 (U.S. toll free).
This announcement is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to
buy, any security (including the Notes). No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Tender Offers are only being made pursuant to the Offer to Purchase.
Holders are urged to carefully read the Offer to Purchase before making any decision with respect to the Tender Offers.
The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are
required by each of the Offerors, the Dealer Managers and the Information and Tender Agent to inform themselves about and to observe any such restrictions.
This announcement is released by Santander UK plc and Santander UK Group Holdings plc and contains information that qualified or
may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (“MAR”), encompassing information relating to the early results of the Tender Offers described above. For the purposes of MAR and
Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Tom Ranger, Treasurer at Santander UK plc.
Offer and Distribution Restrictions
United Kingdom
The communication of this announcement is not being made, and has not been approved, by an authorised person for the purposes of section 21 of the
Financial Services and Markets Act 2000.
This announcement and the Offer to Purchase has been issued by Santander UK plc and Santander UK Group Holdings plc, each of 2
Triton Square, Regent’s Place, London NW1 3AN, United Kingdom. Santander UK plc is authorised and regulated by the Financial Conduct Authority (the “FCA”) and the Prudential Regulation Authority. This announcement and the Offer to Purchase is being
distributed only to existing holders of the Notes, and is only addressed to such existing Holders in the United Kingdom where they would (if they were clients of the Offerors) be per
se professional clients or per se eligible counterparties of the Offerors within the meaning of the FCA rules. This announcement and the Offer to Purchase is not
addressed to or directed at any persons who would be retail clients within the meaning of the FCA rules and any such persons should not act or rely on it. Recipients of this announcement and the Offer to Purchase should note that each Offeror is
acting on its own account in relation to the Tender Offers and will not be responsible to any other person for providing the protections which would be afforded to clients of the relevant Offeror or for providing advice in relation to the Tender
Offers.
In addition, the communication of this announcement, the Offer to Purchase and any other documents or materials relating to the Tender Offers is not
being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, this announcement, the Offer to Purchase and such documents
and/or materials are not being distributed to, and must not be passed on to, persons in the United Kingdom other than (i) to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5)
of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”)), (ii) to those persons who are within Article 43(2) of the Financial Promotion Order, including existing members and creditors of the
Offerors, (iii) to those persons who are outside the United Kingdom, or (iv) to any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as “Relevant Persons”) and
the transactions contemplated herein will be available only to, and engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act on or rely on this announcement, the Offer to Purchase or any of its contents.
France
The Tender Offers are not being made, directly or indirectly, to the public in France. None of the announcement, the Offer to Purchase or any other
documents or offering materials relating to the Tender Offers, has been or shall be distributed to the public in France and only qualified investors (as defined in Article 2(e) of Regulation (EU) 2017/1129) are eligible to participate in the Tender
Offers. This announcement has not been submitted to the clearance procedures (visa) of the Autorité des marchés financiers.
Italy
None of this announcement, the Offer to Purchase or any other document or materials relating to the Tender Offers have been or
will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (“CONSOB”) pursuant to Italian laws and regulations. The Tender Offers are being carried out in Italy as exempted offers pursuant to article
101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the “Financial Services Act”) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Holders or beneficial owners of the
Notes that are resident and/or located in Italy can tender Notes for purchase in the Tender Offers through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy
in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with any other applicable laws and regulations and with
any requirements imposed by CONSOB and any other Italian authority.
Each intermediary must comply with the applicable
laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Tender Offers.
General
This announcement does not constitute an offer to buy or the solicitation of an offer to sell Notes, and tenders of Notes in the Tender Offers will
not be accepted from Holders, in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Tender Offers to be made by a licensed broker or dealer and either
of the Dealer Managers or either of the Dealer Managers’ respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Tender Offers shall be deemed to be made by such Dealer Manager or affiliate, as the case may be, on
behalf of the Offerors in such jurisdiction.
Forward-Looking Information
This announcement contains certain forward-looking statements that reflect the Offerors’ intent, beliefs or current expectations
about the future and can be recognized by the use of words such as “expects,” “will,” “anticipate,” or words of similar meaning. These forward-looking statements are not guarantees of any future performance and are necessarily estimates reflecting
the best judgment of the senior management of the Offerors and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. As a consequence, these
forward-looking statements should be considered in light of various important factors that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements, which include, without limitation,
the risk factors set forth in the Offer to Purchase. The Offerors cannot guarantee that any forward-looking statement will be realized, although they believe they have been prudent in their respective plans and assumptions. Achievement of future
results is subject to risks, uncertainties and assumptions that may prove to be inaccurate. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could vary materially from
those anticipated, estimated or projected. The Offerors undertake no obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances or to reflect the occurrence of unanticipated events,
except as required by applicable law.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
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SANTANDER UK GROUP HOLDINGS PLC |
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By: /s/ Rebecca Nind
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Name: Rebecca Nind
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Title: Authorized Signatory
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| Date: December 1, 2020 |
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