Capital/Financing Update • Sep 6, 2016
Capital/Financing Update
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5 September 2016
Issue of Series 22 Tranche 5 €132,500,000 4.375 per cent. Covered Bonds due 24 January 2018 (XS1486588970) to be consolidated, become fungible and form a single Series with the existing Series 22 Tranche 4 €117,500,000 4.375 per cent. Covered Bonds due 24 January 2018 issued 24 May 2012, Series 22 Tranche 3 €300,000,000 4.375 per cent. Covered Bonds due 24 January 2018 issued 27 March 2012, Series 22 Tranche 2 €350,000,000 4.375 per cent. Covered Bonds due 24 January 2018 issued 20 April 2011 and Series 22 Tranche 1 €750,000,000 4.375 per cent. Covered Bonds due 24 January 2018 issued 24 January 2011 (XS0582479522) (the Covered Bonds)
Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions set forth in the Prospectus dated 1 June 2016 and the supplemental prospectus dated 30 June 2016, 27 July 2016 and 16 August 2016 (the Supplemental Prospectuses) which together constitute a base prospectus for the purposes of the Prospectus Directive (2003/71/EC) (as amended, which includes amendments made by Directive 2010/73/EU to the effect that such amendments have been implemented in a relevant Member State) (the Prospectus Directive). This document constitutes the final terms of the Covered Bonds described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Prospectus, as so supplemented. Full information on the Issuer and the LLP and the offer of the Covered Bonds is only available on the basis of the combination of this Final Terms Document and the Prospectus, as so supplemented. Copies of the Prospectus and the Supplemental Prospectuses are available free of charge to the public at the registered office of the Issuer and from the specified office of each of the Paying Agents.
| 1. | (a) | Issuer: | Santander UK plc |
|---|---|---|---|
| (b) | Guarantor: | Abbey Covered Bonds LLP | |
| 2. | (a) | Series Number: | 22 |
| (b) | Tranche Number: | 5 | |
| (c) | Series which Covered Bonds will be consolidated and form a single Series with: |
Existing Series 22 Tranche 4 €117,500,000 4.375 per cent. Covered Bonds due 24 January 2018 issued 24 May 2012, Series 22 Tranche 3 €300,000,000 4.375 per cent. Covered Bonds due 24 January 2018 issued 27 March 2012, Series 22 Tranche 2 €350,000,000 4.375 per cent. Covered |
Bonds due 24 January 2018 issued 20 April 2011 and Series 22 Tranche 1 €750,000,000 4.375 per cent. Covered Bonds due 24 January 2018 issued 24 January 2011 (XS0582479522)
(d) Date on which the Covered Bonds will be consolidated and form a single Series with the Series specified above: On or around 16 October 2016 3. Specified Currency or Currencies: Euro (EUR or €) 4. Money Market Covered Bonds: No 5. Do the Covered Bonds have the benefit of remarketing arrangements: No 6. Aggregate Nominal Amount of Covered Bonds admitted to trading: (a) Series: €1,650,000,000 (b) Tranche: €132,500,000 7. Issue Price: 100 per cent. of the aggregate nominal amount of the tranche plus an amount of €3,579,491.12 in respect of interest accrued from (and including) the Interest Commencement Date to (but excluding) the Issue Date 8. (a) Specified Denominations: €100,000 and integral multiples of €1,000 in excess thereof up to and including €199,000. No Covered Bonds in definitive form will be issued with a denomination above €199,000 (b) Calculation Amount: €1,000 9. (a) Issue Date: 6 September 2016 (b) Interest Commencement Date: 24 January 2016 10. (a) Final Maturity Date: 24 January 2018 (b) Extended Due for Payment Date of Guaranteed Amounts corresponding to the Final Redemption Amount under the 24 January 2019
Covered Bond Guarantee:
| 11. | Interest Basis: | 4.375 per cent. Fixed Rate | |
|---|---|---|---|
| (Further particulars specified at 17. below) | |||
| 12. | Redemption/Payment Basis: | Redemption at par | |
| 13. | Change | of Interest Basis or Redemption/Payment Basis: |
From and including the Final Maturity Date to but excluding the Extended Due for Payment Date the following Interest provisions apply: |
| Interest Basis: 1 month EUR EURIBOR + 1.50 per cent. per month Floating Rate |
|||
| Interest Payment Dates: 24th day of each month from but excluding the Final Maturity Date to and including the Extended Due for Payment Date |
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| Interest Period: The period from and including the Final Maturity Date, or as the case may be an Interest Payment Date, to but excluding the next following Interest Payment Date |
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| Modified Following Business Day Convention |
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| Business Days: London, a day on which TARGET2 System is open |
|||
| Day Count Fraction: Actual/360 (adjusted) | |||
| Interest Determination Dates: The second day on which the TARGET2 System is open prior to the start of each Interest Period |
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| Screen Rate Determination Relevant Screen Page: Reuters EURIBOR01 |
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| 14. | Put/Call Options: | Not Applicable | |
| 15. | (a) | Status of the Covered Bonds: | Senior |
| (b) | Status of the Guarantees: | Senior | |
| 16. | Method of distribution: | Non-Syndicated |
| 17. | Fixed Rate Covered Bond Provisions: | Applicable | |
|---|---|---|---|
| (a) | Rate(s) of Interest: | 4.375 per cent. per annum payable annually |
|
| (b) | Interest Payment Date(s): | 24 January in each year from the Interest Commencement Date up to and including the Final Maturity Date |
|
| (c) | Business Day Convention: | Following Business Day Convention | |
| (d) | Business Day(s): | London, TARGET2 | |
| Additional Business Centre(s): | A day on which TARGET2 System is open | ||
| (e) | Fixed Coupon Amount(s): | €43.75 per Calculation Amount | |
| (f) | Initial Broken Amount(s): | Not Applicable | |
| (g) | Final Broken Amount(s): | Not Applicable | |
| (h) | Day Count Fraction: | Actual/Actual (ICMA) (not adjusted) | |
| (i) | Determination Date(s): | 24 January in each year |
|
| 18. | Floating Provisions: |
Rate Covered Bond |
Not Applicable |
for taxation reasons or on event of default, etc. and/or the method of
calculating the same (if required):
| 19. | Issuer Call: | Not Applicable |
|---|---|---|
| 20. | Investor Put: | Not Applicable |
| 21. | Final Redemption Amount of each Covered Bond: |
€1,000 per Calculation Amount |
| 22. | Early Redemption Amount of each Covered Bond payable on redemption |
As set out in Condition 6.8 |
| 23. | Form of Covered Bonds: | Bearer Covered Bonds: | ||
|---|---|---|---|---|
| Temporary Global Covered Bond exchangeable for a Permanent Global Covered Bond which is exchangeable for Bearer Definitive Covered Bonds only |
upon an Exchange Event
| 24. | New Global Covered Bond: | Yes |
|---|---|---|
| 25. | Financial Centre(s): | Not Applicable |
| 26. | Talons for future Coupons or Receipts to be attached to Bearer Definitive Covered Bonds (and dates on which such Talons mature): |
No |
| 27. | Details relating to Partly Paid Covered Bonds: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences of failure to pay, including any right of the Issuer to forfeit the Covered Bonds and interest due on late payment: |
Not Applicable |
| 28. | Details relating to Instalment Covered Bonds: |
|
| (a) Instalment Amount(s): |
Not Applicable | |
| (b) Instalment Date(s): |
Not Applicable | |
| 29. | Redenomination renominalisation and reconventioning provisions: |
Not Applicable |
| 30. | Post-perfection SVR-LIBOR Margin: | 2.95 per cent. |
| DISTRIBUTION | ||
| 31. | U.S. Selling Restrictions: | Reg. S Compliance Category 2 TEFRA D |
This Final Terms Document comprises the final terms required for issue and admission to trading on the London Stock Exchange's Regulated Market of the Covered Bonds described herein pursuant to the €35 billion Global Covered Bond Programme of Santander UK plc.
applicable
Ratings: The Covered Bonds to be issued have been rated:
S & P: AAA
Moody's: Aaa
Fitch: AAA
Covered Bond Swap Provider: Abbey National Treasury Services Plc
Nature of Covered Bond Swap: Non-Forward Starting
Save as discussed in Subscription and Sale and Transfer and Selling Restrictions, so far as the Issuer and the LLP are aware, no person involved in the offer of the Covered Bonds has an interest material to the offer. The Manager and its affiliates have engaged and may in the future engage in investment banking and/or commercial banking transactions with and may perform other services for the Issuer and/or the LLP and/or their affiliates in the ordinary course of business.
Indication of yield: 4.538 per cent. calculated on an annual basis
The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.
So long as the Covered Bonds are represented by a Global Covered Bond and Euroclear Bank SA and Clearstream Banking, société anonyme so permit, the Global Covered Bond shall be tradeable in minimum principal amounts of €100,000 and integral multiples of €1,000 in excess thereof up to and including €199,000 (the Tradeable Amount) in addition thereto.
| (a) | ISIN Code: | XS1486588970 (to be consolidated and form a single Series with ISIN: XS0582479522) |
|---|---|---|
| (b) | Common Code: | 148658897 (to be consolidated and form a single Series with Common Code: 058247952) |
| (c) | Delivery: | Delivery free of payment |
| Agent(s): | Name and address of Initial Paying | Deutsche Bank AG, London Branch Winchester House 1 Great Winchester Street London EC2N 2DB |
| Names | and addresses of additional Paying Agent(s) (if any): |
Not Applicable |
| Intended to be held in a manner which would allow Eurosystem eligibility: |
Yes |
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