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SANTANDER UK PLC

Capital/Financing Update Sep 6, 2016

4587_rns_2016-09-06_4310fa76-871c-4041-bdbe-7918e4d59ec8.pdf

Capital/Financing Update

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FINAL TERMS DOCUMENT

5 September 2016

Santander UK plc

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)

irrevocably and unconditionally guaranteed as to payment of principal and interest by Abbey Covered Bonds LLP under the €35 billion Global Covered Bond Programme

PART A – CONTRACTUAL TERMS

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
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
Modified
Following
Business
Day
Convention
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
Screen
Rate
Determination
Relevant
Screen Page: Reuters EURIBOR01
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

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

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

PROVISIONS RELATING TO REDEMPTION

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

GENERAL PROVISIONS APPLICABLE TO THE COVERED BONDS

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

PURPOSE OF FINAL TERMS DOCUMENT

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

PART B – OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING:

  • (a) Listing and admission to trading: Application has been made by the Issuer (or on its behalf) for the Covered Bonds to be admitted to trading on the London Stock Exchange's Regulated Market with effect from the Issue Date
  • (b) Estimate of total expenses related to admission to trading: £3,600

2. RATINGS:

Ratings: The Covered Bonds to be issued have been rated:

S & P: AAA

Moody's: Aaa

Fitch: AAA

3. COVERED BOND SWAP:

Covered Bond Swap Provider: Abbey National Treasury Services Plc

Nature of Covered Bond Swap: Non-Forward Starting

4. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE:

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.

5. YIELD:

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.

6. TRADEABLE AMOUNTS:

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.

7. OPERATIONAL INFORMATION:

(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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