Capital/Financing Update • Aug 13, 2018
Capital/Financing Update
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13 August, 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 THEIR PARTICULAR CIRCUMSTANCES.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available 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 II"); 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, 24 April, 2018, 25 June, 2018, 25 July, 2018 and 10 August, 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/investor-relations.
Santander UK plc
$2.$ $(i)$ Series Number:
B-1484
| (ii) | Tranche Number: | 1 | |
|---|---|---|---|
| (iii) | Date on which the Notes will be consolidated and form a single Series: |
Not Applicable | |
| 3. | Specified Currency or Currencies: | Euro ("EUR") | |
| 4. | Nominal Amount: | ||
| (i) | Tranche: | EUR 750,000,000 | |
| (ii) | Series: | EUR 750,000,000 | |
| 5. | Issue Price of Tranche: | 100.264 per cent. of the Nominal Amount | |
| 6. | (i) | Specified Denominations: | EUR 100,000 and the integral multiples of EUR 1,000 in excess thereof up to and including EUR 199,000. No Notes in definitive form will be issued with a denomination above EUR 199,000. |
| (ii) | Calculation Amount: | EUR 1,000 | |
| 7. | (i) | Issue Date: | 14 August, 2018 |
| (ii) | Interest Commencement Date (if different from the Issue Date): |
Not Applicable | |
| 8. | Maturity Date: | Interest Payment Date falling on or nearest to 14 August 2020 |
|
| 9. | Interest Basis: | 3 month EURIBOR +0.40 per cent. Floating Rate |
|
| (See paragraph 16 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 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) | Date of Board approval for | 24 Ju |
|---|---|---|
| issuance of Notes obtained: |
| 14. | Fixed Rate Note Provisions | Not Applicable | |||
|---|---|---|---|---|---|
| 15. | Fixed Rate Reset Note Provisions | Not applicable | |||
| 16. | Floating Rate Note Provisions | Applicable | |||
| (i) | Straight Floating Rate: | Applicable | |||
| (i) | Inverse Floating Rate: | Not Applicable | |||
| (iii) | Leveraged Floating Rate: | Not Applicable | |||
| (iv) | Rate: | Leveraged Inverse Floating | Not Applicable | ||
| (v) | Interest Period(s)/ Interest Payment Dates: |
Interest will be payable quarterly in arrear on 14 February, 14 May, 14 August and 14 November in each year, commencing 14 November, 2018 up to and including the Maturity Date, in each case subject to adjustment in accordance with the Business Day Convention specified below. |
|||
| (vi) | Business Day Convention: | Modified Following Business Day Convention | |||
| (vii) | Business Day(s): Additional Business Centre(s): |
London and TARGET2 Settlement Day None |
|||
| (viii) | Manner in which the Rate of Interest and Interest Amount is to be determined: |
Screen Rate Determination | |||
| (ix) | Screen Rate Determination: | Applicable | |||
| (A) | Reference Rate: | 3 month EURIBOR | |||
| (B) | Interest Determination Date(s): |
The second TARGET2 Settlement Day prior to the start of each Interest Period |
|||
| (C) | Relevant Screen Page: |
Reuters Screen EURIBOR01 Page, its or successor page |
| (D) | Interpolation for Stub Period: |
Not Applicable | ||
|---|---|---|---|---|
| (E) | Reference Currency: | EUR | ||
| (F) | Relevant Centre: | Not Applicable | ||
| (G) | Designated Maturity: | 3 months | ||
| (H) | Determination Time: | 11.00 a.m. (Brussels time) | ||
| (1) | CMS Rate Fixing Centre(s): |
Not Applicable | ||
| (x) | ISDA Determination: | Not Applicable | ||
| (x i ) | Margin(s): | plus 0.40 per cent. per annum | ||
| (xii) | Minimum Rate of Interest: | Not Applicable | ||
| (xiii) | Maximum Rate of Interest: | Not Applicable | ||
| (xiv) | Day Count Fraction: | Actual/360, adjusted | ||
| (xv) | Determination Date(s): | 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 non Notae in ELID (if Notae are res |
ninal amount of Notes in EUR (if Notes are represented by a Global Note);
EUR 1,000 per Calculation Amount (if Notes are in definitive form).
| 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.
$27.$ Calculation Agent: Yes
Citibank N.A. London
Global Agency and Trust 14th Floor, Citigroup Centre Canada Square, Canary Wharf London E14 5LB
Determination Agent:
U.S. Selling Restrictions: Not Applicable
Reg. S. Compliance Category 2; TEFRA D
Signed on behalf of the Issuer:
By: ....................................
Duly authorised for and on behalf of the Issuer
| $\left( i\right)$ | 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. |
|---|---|---|
| (ii) | Estimate of total expenses related to admission to trading: |
GBP 4,560 plus 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 Dealer, no person involved in the issue of the Notes has an interest material to the offer. The Dealer 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.
| (i) | ISIN Code: | XS1865333212 |
|---|---|---|
| (ii) | Common Code: | 186533321 |
| (iii) | CUSIP Code: | Not Applicable |
| (iv) | Any clearing system(s) | Not Applicable |
| other than Euroclear Bank S.A./N.V. and Clearstream Banking, S.A. and the relevant identification number(s): |
||
| (v) | Delivery: | Delivery against payment |
$(v)$
$(vi)$
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