SANTANDER UK PLC

Capital/Financing Update • Nov 26, 2020

National Storage Mechanism | Additional information

RNS Number : 6481G

Santander UK Plc

26 November 2020

Notice to Covered Bondholders

Santander UK plc

26 November 2020

FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES TO PERSONS OTHER THAN "U.S. PERSONS" (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")). NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THE CONSENT SOLICITATION MEMORANDUM.

SANTANDER UK PLC

(incorporated with limited liability in England and Wales registered number 02294747)

(the Issuer)

2 Triton Square

Regent's Place

London NW1 3AN

NOTICE

to the holders of:

Series of Covered Bonds	Issue Date
Series 23 £1,000,000,000 5.75 per cent. Covered Bonds due 2 March 2026 (ISIN: XS0596191360) unconditionally and irrevocably guaranteed as to payments of interest and principal by Abbey Covered Bonds LLP under the €35 billion Global Covered Bond Programme (the Series 23 Covered Bonds)	28 February 2011
Series 37 £750,000,000 5.25 per cent. Covered Bonds due 16 February 2029 (ISIN: XS0746621704) unconditionally and irrevocably guaranteed as to payments of interest and principal by Abbey Covered Bonds LLP under the €35 billion Global Covered Bond Programme (the Series 37 Covered Bonds, and together with the Series 23 Covered Bonds, the Fixed-to-Floating Rate Covered Bonds)	16 February 2012
Series 42 £75,000,000 Floating Rate Covered Bonds due 23 March 2027 (ISIN: XS0761325009) unconditionally and irrevocably guaranteed as to payments of interest and principal by Abbey Covered Bonds LLP under the €35 billion Global Covered Bond Programme (the Series 42 Covered Bonds)	23 March 2012
Series 66 £1,000,000,000 Floating Rate Covered Bonds due 16 November 2022 (ISIN: XS1719070390) unconditionally and irrevocably guaranteed as to payments of interest and principal by Abbey Covered Bonds LLP under the €35 billion Global Covered Bond Programme (the Series 66 Covered Bonds, and together with the Series 42 Covered Bonds, the Floating Rate Covered Bonds)	16 November 2017

(together, the Covered Bonds and each a Series of Covered Bonds)

The Issuer has today given a Notice of Meeting in respect of each Series of Covered Bonds relating to the Issuer's invitations to the eligible holders of its outstanding Covered Bonds to consent to the modification of the terms and conditions of the relevant Series and consequential or related amendments to the transaction documents for the Covered Bonds such that:

Fixed-to-Floating Rate Covered Bonds, being the Series 23 Covered Bonds and the Series 37 Covered Bonds

(i)         in respect of the Fixed-to-Floating Rate Covered Bonds (each of which has (i) a fixed rate Interest Basis which applies from the relevant Interest Commencement Date to but excluding the relevant Final Maturity Date and (ii) a floating rate Interest Basis which applies from and including the relevant Final Maturity Date to but excluding the relevant Extended Due for Payment Date (each period specified in (ii) in respect of each such Series, an Extension Period)), upon the occurrence of an Index Cessation Event (as defined in Supplement number 70 to the 2006 ISDA Definitions and, for the purposes of the definition of "Index Cessation Event", the "Applicable Rate" is 1 month Sterling LIBOR) in respect of 1 month Sterling LIBOR on or before the Extended Due for Payment Date in respect of the relevant Series, the applicable Rate of Interest during the Extension Period of such Series shall cease to be determined by reference to 1 month Sterling LIBOR and shall instead be the aggregate of (a) Compounded Daily SONIA, (b) the applicable Rate Adjustment (as defined in the Consent Solicitation Memorandum) to reflect the economic difference between LIBOR and SONIA rates (which shall be determined using the methodology for such adjustments contained in the ISDA IBOR Fallbacks Supplement and the IBOR Fallback Rate Adjustments Rule Book (each as defined in the Consent Solicitation Memorandum) and (c) the original Margin applicable to the relevant Series; and

Floating Rate Covered Bonds, being the Series 42 Covered Bonds and the Series 66 Covered Bonds

(ii)        in respect of the Floating Rate Covered Bonds, on and from the first Interest Payment Date of the relevant Series immediately following the date on which the relevant Extraordinary Resolution is passed, the applicable Rate of Interest of such Series shall be Compounded Daily SONIA plus the aggregate of: (a) the applicable LIBOR vs SONIA Interpolated Basis (as defined in the Consent Solicitation Memorandum), (b) the applicable Forward Start Adjustment (as defined in the Consent Solicitation Memorandum) to reflect the economic difference between LIBOR and SONIA rates and (c) the original Margin applicable to such Series,

all as further described in the Consent Solicitation Memorandum dated 26 November 2020.

To view the following items, please paste the following URL into the address bar of your browser:

1.               NOTICE OF MEETING IN RESPECT OF THE SERIES 23 COVERED BONDS

http://www.rns-pdf.londonstockexchange.com/rns/6481G_1-2020-11-26.pdf

2.               NOTICE OF MEETING IN RESPECT OF THE SERIES 37 COVERED BONDS

http://www.rns-pdf.londonstockexchange.com/rns/6481G_2-2020-11-26.pdf

3.               NOTICE OF MEETING IN RESPECT OF THE SERIES 42 COVERED BONDS

http://www.rns-pdf.londonstockexchange.com/rns/6481G_3-2020-11-26.pdf

4.               NOTICE OF MEETING IN RESPECT OF THE SERIES 66 COVERED BONDS

http://www.rns-pdf.londonstockexchange.com/rns/6481G_4-2020-11-26.pdf

5.               INDICATIVE TIMETABLE FOR THE TIMING OF THE CONSENT SOLICITATION

http://www.rns-pdf.londonstockexchange.com/rns/6481G_5-2020-11-26.pdf

Capitalised terms used but not defined herein shall have the meanings set out in the master definitions and construction agreement made between, among others, the Issuer, Abbey Covered Bonds LLP and Deutsche Trustee Company Limited (as the Bond Trustee and the Security Trustee) dated 16 June 2020 (as the same may be amended and/or supplemented and/or restated from time to time).

Disclaimer - Intended Addressees

Please note that the information contained in this announcement may be addressed to and/or targeted at persons who are residents of particular countries (specified in the Consent Solicitation Memorandum) only and is not intended for use and should not be relied upon by any person outside these countries and/or to whom the offer contained in the relevant Consent Solicitation Memorandum is not addressed. Prior to relying on the information contained in the Consent Solicitation Memorandum you must ascertain from the Consent Solicitation Memorandum whether or not you are part of the intended addressees of the information contained therein.

Your right to access this service is conditional upon complying with the above requirement.

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