UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
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): ☐
Santander UK plc and Santander UK Group Holdings plc announce pricing of cash tender offers for four series of Notes
December 1, 2020 — Santander UK plc (”Santander”) announced today the pricing 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
pricing 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.
The “Total Consideration” for each $1,000 principal amount of Notes tendered and accepted for purchase pursuant to the Tender Offers was
determined in the manner described in the Offer to Purchase by reference to the sum of (i) the applicable Reference Yield on the Reference U.S. Treasury Security and (ii) the applicable Fixed Spread for each series of Notes, all as set out in the
table below and as further described in the Offer to Purchase. The Reference Yield for each series of Notes was calculated at 10:00 a.m., New York City time, today, December 1, 2020, by the Dealer Managers.
Holders of Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Time and accepted for purchase by each of the Offerors pursuant to the
Tender Offers made by it will receive the Total Consideration, which includes an Early Tender Premium of $30 per $1,000 principal amount of such Notes, together with accrued and unpaid interest from the last interest payment date for the Notes up to,
but excluding, the Early Settlement Date, which is currently anticipated to be December 2, 2020.
The following table sets forth certain pricing information for the Tender Offers:
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Reference
U.S.
Treasury
Security
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Fixed
Spread
(basis
points)
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Total
Consideration
(1)(2)
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Early Tender
Premium(1)(2)
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Tender Offer
Consideration
(2)
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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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0.25% U.S. Treasury Security due November 15, 2023
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0.210%
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110
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$1,105.74
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$30.00
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$1,075.74
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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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0.875% U.S. Treasury Security due November 15, 2030
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0.900%
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225
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$1,369.97
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$30.00
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$1,339.97
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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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0.250% U.S. Treasury Security due October 31, 2025
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0.396%
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155
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$1,127.52
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$30.00
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$1,097.52
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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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1.375% U.S. Treasury Security due August 15, 2050
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1.638%
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170
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$1,383.49
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$30.00
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$1,353.49
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(1)
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The Total Consideration includes the Early Tender Premium.
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(2)
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Per $1,000 principal amount of Notes.
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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.
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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