Capital/Financing Update • May 4, 2018
Capital/Financing Update
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3 May, 2018
PLEASE CAREFULLY READ THE PROSPECTUS AND THE RISK FACTORS IN THE PROSPECTUS, EACH INVESTOR SHOULD CONSULT ITS OWN FINANCIAL AND LEGAL ADVISORS ABOUT THE RISKS ASSOCIATED WITH AN INVESTMENT IN THE NOTES AND THE SUITABILITY OF AN INVESTMENT IN THE NOTES IN LIGHT OF THE R PARTICULAR CIRCUMSTANCES.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to be offered. sold or otherwise made avaliable to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MIFID B"); or (ii) a customer within the meaning of Directive 2002/92/EC (as amended, the "Insurance Mediation Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Directive. Consequently no key information document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the "Conditions") set forth in the Prospectus dated 30 August, 2017 and the supplements to it dated 14 September, 2017, 26 October, 2017, 7 February, 2018, 1 March, 2018 and 24 April, 2018 which together constitute a base prospectus for the purposes of the Prospectus Directive. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Prospectus, as supplemented. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus, as supplemented. The Prospectus and the supplements to it have been published on the website http://www.santander.co.uk/uk/about-santander-uk/investorrelations.
| i. | Issuer: | Santander UK plc | ||
|---|---|---|---|---|
| 2. | $\langle i \rangle$ | Series Number: | B-1482 | |
| (ii) | Tranche Number: | 1 | ||
| (iii) | Date on which the Notes will be consolidated and form a single Series: |
Not Applicable | ||
| З. | Specified Currency or Currencies: | Pounds Sterling ("GBP") | ||
| 4. | Nominal Amount: | |||
| $\left( 1\right)$ | Tranche: | GBP 350,000,000 | ||
| (1) | Series: | GBP 350,000,000 | ||
| 5. | Issue Price of Tranche: | 99.787 per cent. of the Nominal Amount | ||
| 6. | (i) | Specified Denominations: | GBP 100,000 and integral multiples of GBP 1,000 in excess thereof up to and including GBP 199,000. No Notes in definitive form will be issued with a denomination above GBP 199,000 |
|
| (ii) | Calculation Amount (in relation to calculation of interest in global form, see Conditions): |
GBP 1,000 | ||
| 7. | $\sf (i)$ | Issue Date: | 8 May, 2018 | |
| (ii) | Interest Commencement Date (if different from the Issue Date): |
Not Applicable | ||
| 8. | Maturity Date: | 10 May, 2021 | ||
| 9. | Interest Basis: | 1.625 per cent. Fixed Rate | ||
| (See paragraph 14 below) | ||||
| 10. | Redemption/Payment Basis: | Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100.00 per cent. of their nominal amount |
||
| 11. | Change of Interest Basis: | Not Applicable | ||
| 12. | Put/Call Options: | Not Applicable |
| 13. | (i) | Status of the Notes: | Senior |
|---|---|---|---|
| (ii) | Restrictive Events of Default: | Not Applicable | |
| (iii) | Date of Board approval for issuance of Notes obtained: |
24 July, 2017 | |
| PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE |
| 14. | Fixed Rate Note Provisions | Applicable | |
|---|---|---|---|
| (i) | Rate(s) of Interest: | 1.625 per cent, per annum payable annually in arrear on each Interest Payment Date |
|
| (il) | Interest Payment Date(s): | 8 May, 2019, 8 May, 2020 and 10 May, 2021, subject to adjustment in accordance with the Business Day Convention specified in paragraph 14(III) below |
|
| There will be a long final interest period from, and including, 8 May, 2020, to, but excluding, 10 May, 2021 (the "Stub Period") |
|||
| (iii) | Business Day Convention: | Following Business Day Convention | |
| (iv) | Business Day(s): | London | |
| Additional Business Centre(s): | Not Applicable | ||
| $(\vee)$ | Fixed Coupon Amount(s) in respect of definitive Fixed Rate Notes (and in relation to Notes in global form, see Conditions): |
In respect of the period from (and including) the Interest Commencement Date to (but excluding) the Interest Payment Date falling on or nearest to 8 May, 2020, GBP16.25 per Calculation Amount |
|
| (vi) | Broken Amount(s) in respect of definitive Fixed Rate Notes (and in relation to Notes in global form, see Conditions): |
In respect of the Stub Period, GBP 16.34 per Calculation Amount, payable on the Interest Payment Date falling on the Maturity Date |
|
| (vii) | Day Count Fraction: | Actual/Actual (ICMA), unadjusted | |
| (viii) | Determination Date(s): | 8 May in each year | |
| 15. | Fixed Rate Reset Note Provisions: | Not Applicable | |
| 16. | Floating Rate Note Provisions: | Not Applicable | |
| 17. | Zero Coupon/Discount Note Provisions: | Not Applicable |
| 18. | Variable Interest Note Provisions: | Not Applicable | |
|---|---|---|---|
| 19. | Convertible Interest Basis Provisions: | Not Applicable | |
| PROVISIONS RELATING TO REDEMPTION | |||
| 20. | Issuer Call: | Not Applicable | |
| 21. | Regulatory Capital Event Call: | Not Applicable | |
| 22. | Investor Put: | Not Applicable | |
| 23. | Loss Absorption Disqualification Event Call | Not Applicable | |
| 24. | Final Redemption Amount: | The outstanding aggregate nominal amount of Notes in GBP (if Notes are represented by a Global Note), |
|
| GBP 1,000 per Calculation Amount (If Notes are in definitive form) |
|||
| GENERAL PROVISIONS APPLICABLE TO THE NOTES | |||
| 25. | Form of Notes: | Bearer Notes: | |
| Temporary Bearer Global Note exchangeable for a Permanent Bearer Global Note which is exchangeable for definitive Bearer Notes only upon an Exchange Event at the expense of the Issuer. |
|||
| 26. | New Global Note ("NGN"): | Yes | |
| 27. | Calculation Agent: | Not Applicable | |
| 28. | Determination Agent: | Not Applicable | |
| 29. | U.S. Selling Restrictions: | Reg. S. Compliance Category 2; TEFRAD |
Signed on behalf of the Issuer:
$\overline{\phantom{a}}$
By San January 2007
$\overline{\phantom{a}}$
| $\langle 0 \rangle$ | Listing and Admission to trading: | Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the London Stock Exchange's Regulated Market and listing on the Official List of the UK Listing Authority with effect on or about the Issue Date. |
|---|---|---|
| (i) | Estimate of total expenses related to admission to trading: |
$GBP 4,500 + VAT$ |
Ratings:
The Notes are expected to have the following ratings: S&P:A Moody's: Aa3 Fitch: A
Save for any fees payable to the Joint Lead Managers, no person involved in the issue of the Notes has an interest material to the offer. The Joint Lead Managers and their 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 its affiliates in the ordinary course of business.
Indication of yield:
1.698 per cent. per annum (annually)
| (v) | Delivery: | Delivery against payment |
|---|---|---|
| (iv) | Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme and the relevant identification number(s): |
Not Applicable |
| (iii) | CUSIP Code: | Not Applicable |
| (i) | Common Code: | 181633867 |
| (i) | ISIN Code: | XS1816338674 |
| (vi) | Names and addresses of additional | Not Applicable |
|---|---|---|
| Paying Agent(s) (if any): |
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