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SANTANDER UK PLC

Capital/Financing Update Jan 15, 2018

4587_rns_2018-01-15_36c3edac-5f4d-452d-b95b-7ded671ddb43.pdf

Capital/Financing Update

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PROHIBITION OF SALES TO EEA RETAIL INVESTORS: The Covered Bonds are not intended, from 1 January 2018, to be offered, sold or otherwise made available to and, with effect from such date, 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 (MiFID II) or (ii) a customer within the meaning of Directive 2002/92/EC (IMD), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (the PRIIPs Regulation) for offering or selling the Covered Bonds or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Covered Bonds or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

FINAL TERMS DOCUMENT

15 January 2018

Santander UK plc

Issue of Series 66 Tranche 2 £500,000,000 Floating Rate Covered Bonds due 16 November 2022 (XS1749371685) to be consolidated, become fungible and form a single series with the existing Series 66 Tranche 1 £500,000,000 Floating Rate Covered Bonds due 16 November 2022 (XS1719070390) issued on 16 November 2017

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 2 June 2017 and the supplements to it dated 28 July 2017, 14 September 2017 and 26 October 2017 (each a Supplemental Prospectus), 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 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 supplemented. Copies of the Prospectus and each Supplemental Prospectus are available for viewing at http://www.santander.co.uk/uk/about-santander-uk/debt-investors/santander-uk-coveredbonds and 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: 66
(b) Tranche Number: 2
(c) Series which Covered Bonds
will be consolidated and form a
single Series with:
The
existing
Series
66
Tranche
1
£500,000,000
Floating
Rate
Covered
Bonds
due
16
November
2022
(XS1719070390) issued on 16 November
2017
(d) Date on
which the Covered
Bonds will
be consolidated and
form a single Series with the
Series specified above:
On or around 9 March
2018
3. Specified Currency or Currencies: Sterling (GBP
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: £1,000,000,000
(b) Tranche: £500,000,000
7. Issue Price: 100.050
per cent. of the aggregate nominal
amount
of the tranche plus an amount of
£631,099.32 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: 16 January 2018
(b) Interest Commencement Date: 16 November 2017
10. (a) Final Maturity Date: 16 November 2022
(b) Extended
Due
for
Payment
16 November 2023
Date of Guaranteed Amounts
corresponding
to
the
Final
Redemption Amount under the
Covered Bond Guarantee:
    1. Interest Basis: 3 month GBP LIBOR + 0.23 per cent. per annum Floating Rate from and including the Interest Commencement Date to but excluding the Final Maturity Date (further particulars specified below)
    1. Redemption/Payment Basis: Redemption at par
    1. 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 GBP LIBOR +0.23 per cent. per month Floating Rate Interest Payment Dates: 16th day of each month commencing on 16 December 2022 and including the Extended Due for
  • 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

Payment Date

Day Count Fraction: Actual/365 (Fixed), adjusted

Interest Determination Dates: the first London Business Day of each Interest Period

Screen Rate Determination Relevant Screen Page: Bloomberg page BBAM1

    1. Put/Call Options: Not Applicable
    1. (a) Status of the Covered Bonds: Senior
(b) Status of the Guarantees: Senior
16. Method of distribution: Syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
17. Fixed Rate Covered Bond Provisions: Not Applicable
18. Floating
Provisions:
Rate
Covered
Bond
Applicable
(a) Interest Period(s): The period from and including the Interest
Commencement Date
to but excluding the
first
Interest
Payment
Date
and
subsequently,
each
period
from
and
including an Interest Payment Date to but
excluding the next Interest Payment Date
(b) Specified
Interest
Payment
Dates:
16
February, 16
May, 16
August and 16
November
in
each
year,
up
to
and
including
the Final Maturity Date
(c) First Interest Payment Date: 16 February 2018
(d) Business Day Convention: Modified
Following
Business
Day
Convention
(e) Business Day(s): London
Additional Business Centre(s): Not Applicable
(f) Manner in which the Rate of
Interest and Interest Amount is
to be determined:
Screen Rate Determination
(g) Party
responsible
for
calculating the Rate of Interest
and Interest Amount (if not the
Principal Paying Agent):
Not Applicable
(h) Screen Rate Determination: Applicable
Reference Rate: 3 month GBP LIBOR to but excluding the
Final Maturity Date and 1 month GBP
LIBOR thereafter
Interest Determination Date(s): The first London Business Day
of each
Interest Period
Relevant Screen Page: Bloomberg page BBAM1
(i) ISDA Determination: Not Applicable
(j) Margin(s): +0.23
per cent. per annum
(k) Minimum Rate of Interest: Not Applicable
(l) Maximum Rate of Interest: Not Applicable
(m) Day Count Fraction: Actual/365 (Fixed), adjusted
(n) Fallback
denominator
provisions,
rounding
provisions,
denominator
and
any other terms relating to the
method of calculating interest
on
Floating
Rate
Covered
Bonds, if different from those
set
out
in
the
Terms
and
Conditions:
Not Applicable
  1. Zero Coupon Covered Bond Provisions: Not Applicable

PROVISIONS RELATING TO REDEMPTION

20. Issuer Call: Not Applicable
----- -------------- ----------------
    1. Investor Put: Not Applicable
    1. Final Redemption Amount of each Covered Bond: £1,000 per Calculation Amount
    1. Early Redemption Amount of each Covered Bond payable on redemption for taxation reasons or on event of default, etc. and/or the method of calculating the same (if required): As set out in Condition 6.8(a)

GENERAL PROVISIONS APPLICABLE TO THE COVERED BONDS

24. 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
25. New Global Covered Bond: Yes
26. Financial Centre(s): Not Applicable
27. Talons for
future Coupons or Receipts
to be attached to Bearer Definitive
Covered Bonds (and dates on which
such Talons mature):
No
28. 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
29. Details relating to Instalment Covered
Bonds:
Not Applicable
30. Redenomination renominalisation
and
reconventioning provisions:
Not Applicable
31. Post-perfection SVR-LIBOR Margin: 2.95
per cent.
DISTRIBUTION
32. 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: The existing Series 66 Tranche 1 Covered Bonds have been admitted to trading on the London Stock Exchange's Regulated Market. Application has been made by the Issuer (or on its behalf) for the Series 66 Tranche 2 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: Not Applicable

Nature of Covered Bond Swap: Not Applicable

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 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/or the LLP and/or their affiliates in the ordinary course of business.

5. HISTORICAL INTEREST RATES:

Details of historical BBAM1 rates can be obtained from Bloomberg.

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 tradable in minimum principal amounts of £100,000 and integral multiples of £1,000 in excess thereof up to and including £199,000 (the Tradable Amount) in addition thereto.

7. OPERATIONAL INFORMATION:

(a) ISIN Code: XS1749371685 (to be consolidated and
form a single Series with ISIN Code:
XS1719070390
after 40 days)
(b) Common Code: 174937168 (to be consolidated and form a
single
Series
with
Common
Code:
171907039
after 40 days)
(c) Delivery: Delivery against 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.
Note
that
the
designation
"yes"
means
that
the
Covered
Bonds
are
intended upon issue to be deposited with
one of the ICSDs as common safekeeper
and does not necessarily mean that the
Covered Bonds
will be recognised as
eligible
collateral
for
Eurosystem
monetary
policy
and
intra-day
credit
operations by the Eurosystem either upon
issue or at any or all times during their
life. Such recognition will depend upon
satisfaction of the Eurosystem eligibility
criteria.

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