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SANTANDER UK PLC

Capital/Financing Update Jun 1, 2022

4587_rns_2022-06-01_8de17c9b-e590-4593-b340-56cc37cf6b19.pdf

Capital/Financing Update

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FINAL TERMS DOCUMENT

31 May 2022

Santander UK plc

Issue of Series 79 U.S.\$1,000,000,000 Fixed Rate Covered Bonds due June 2026 irrevocably and unconditionally guaranteed as to payment of principal and interest by Abbey Covered Bonds LLP under the €35 billion Global Covered Bond Programme

MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET – Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Covered Bonds has led to the conclusion that: (i) the target market for the Covered Bonds is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the Covered Bonds to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Covered Bonds (an "EEA distributor") should take into consideration the manufacturers' target market assessment; however, an EEA distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Covered Bonds (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

UK MiFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET – Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Covered Bonds has led to the conclusion that: (i) the target market for the Covered Bonds is eligible counterparties only, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of U.K. domestic law by virtue of the EUWA ("UK MiFIR"); and (ii) all channels for distribution of the Covered Bonds to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Covered Bonds (a "UK distributor") should take into consideration the manufacturers' target market assessment; however, a UK distributor subject to FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment in respect of the Covered Bonds (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

IMPORTANT – PROHIBITION OF SALES TO UK RETAIL INVESTORS: The Covered Bonds 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 United Kingdom (the "U.K."). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of U.K. domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA"); or (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of U.K. domestic law by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of U.K. domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Covered Bonds or otherwise making them available to retail investors in the U.K has been prepared and therefore offering or selling the Covered Bonds or otherwise making them available to any retail investor in the U.K. may be unlawful under the UK PRIIPs Regulation.

IMPORTANT – PROHIBITION OF SALES TO EEA RETAIL INVESTORS: The Covered Bonds 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 MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended or superseded, the "Insurance Distribution Directive"), 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 (as amended, the "EU 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 EU PRIIPs Regulation.

The Covered Bonds and the Covered Bond Guarantee (as defined below) have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States or to, or for the benefit of, U.S. persons (as defined in Regulation S under the Securities Act) unless such securities are registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. See "Form of the Covered Bonds" for a description of the manner in which Covered Bonds will be issued. Registered Covered Bonds (as defined below) are subject to certain restrictions on transfer: see "Subscription and Sale and Transfer and Selling Restrictions". Prospective purchasers are hereby notified that the sellers of the Covered Bonds may be relying on the exemption from the provisions of section 5 of the Securities Act provided by Rule 144A under the Securities Act.

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 4 March 2022 and the supplemental prospectus dated 26 April 2022 which together constitute a base prospectus for the purposes of Regulation (EU) 2017/1129 as it forms part of U.K. domestic law by virtue of the EUWA (the "UK Prospectus Regulation"). This document constitutes the final terms of the Covered Bonds described herein for the purposes of the UK Prospectus Regulation and must be read in conjunction with the Prospectus as supplemented in order to obtain all the relevant information. 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 dated 4 March 2022 and the supplemental prospectus dated 26 April 2022. Copies of the Prospectus and the supplemental prospectus are available for viewing at https://www.santander.co.uk/aboutsantander/investor-relations/santander-uk-covered-bonds or may be provided by the relevant Paying Agent by email following prior written request to the relevant Paying Agent.

1. (a) Issuer: Santander UK plc
(b) Guarantor: Abbey Covered Bonds LLP
2. (a) Series Number: 79
(b) Tranche Number: 1
(c) Series which Covered Bonds will be
consolidated and form a single Series
with:
Not Applicable
(d) Date on which the Covered Bonds will
be consolidated and form a single
Series with the Series specified above:
Not Applicable
3. Specified Currency or Currencies: U.S. dollars ("U.S.\$" 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: U.S.\$1,000,000,000
(b) Tranche: U.S.\$1,000,000,000
7. Issue Price: 100 per cent. of the aggregate nominal amount
8. (a) Specified Denominations: U.S.\$200,000 (and no less than the equivalent
of
€100,000)
and
integral
multiples
of
U.S.\$1,000 in excess thereof
(b) Calculation Amount: U.S.\$1,000
9. (a) Issue Date: 1 June 2022
(b) Interest Commencement Date: Issue Date
10. (a) Final Maturity Date: 12 June 2026
(b) Extended Due for Payment Date of
Guaranteed Amounts corresponding to
the Final Redemption Amount under
the Covered Bond Guarantee:
Interest Payment Date falling in or nearest to
12 June 2027
11. Interest Basis: 3.213 per cent. Fixed Rate
(further particulars specified 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 Interest provisions in paragraph 18
apply.
14. Put/Call Options: Not Applicable
15. (a) Status of the Covered Bonds: Senior
(b) Date Board approval for issuance of
Covered Bonds obtained:
24 July 2017
  1. Method of distribution: Syndicated

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

17. Fixed Rate Covered Bond Provisions: Applicable from and including the Interest
Commencement Date to but excluding the
Final Maturity Date
(a) Rate(s) of Interest: 3.213
per
cent.
per
annum
payable
semi-annually arrear
(b) Interest Payment Date(s): 12 June and 12 December in each year up to
and including the Final Maturity Date
There will be a long first coupon in respect of
the first Interest Period, from and including
the Interest Commencement Date to, but
excluding, 12 December 2022 (the "First
Long Coupon")
(c) Business Day Convention: Following Business Day Convention
(d) Business Day(s): London, New York
Additional Business Centre(s): Not Applicable
(e) Fixed Coupon Amount(s): U.S.\$16.065 per Calculation Amount
(f) Broken Amount(s): U.S.\$17.05
per
Calculation
Amount,
in
respect of the First Long Coupon payable on
the Interest Payment Date falling on 12
December 2022
(g) Day Count Fraction: 30/360, not adjusted
(h) Determination Date(s): 12 June and 12 December in each year
18. Floating Rate Covered Bond Provisions: Applicable
(a) Interest Period(s): From and including the Final Maturity Date to
but excluding the Extended Due for Payment
Date
(b) Specified Interest Payment Dates: 12th day of each month commencing on 12
July 2026 and up to and including the
Extended Due for Payment Date
(c) First Interest Payment Date: 12 July 2026
(d) Business Day Convention: Modified
Following
Business
Day
Convention
(e) Business Day(s): London, New York
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: Compounded Daily SOFR
Benchmark Administrator: The Federal Reserve Bank of New York
As far as the Issuer is aware, SOFR does not
fall within the scope of the EU Benchmarks
Regulation by virtue of Article 2 of the EU
Benchmarks
Regulation,
such
that
The
Federal Reserve Bank of New York is not
currently required to obtain authorisation or
registration
(or,
if
located
outside
the
European Union, recognition, endorsement or
equivalence).
As far as the Issuer is aware, The Federal
Reserve Bank of New York does not fall
within the scope of the UK Benchmarks
Regulation by virtue of Article 2 of the UK
Benchmarks
Regulation,
such
that
The

Federal Reserve Bank of New York is not currently required to obtain authorisation or registration (or, if located outside the United

Kingdom,
recognition,
endorsement
or
equivalence).
Interest Determination Date(s): The date that is five U.S. Government
Securities
Business
Days
prior
to
the
applicable Interest Payment Date in respect of
the relevant Interest Period
Specified Time: Not Applicable
Relevant Financial Centre: New York
Overnight Rate: Applicable
Index Determination: Applicable
SOFR Index: As per the Conditions
Observation Method: Not Applicable
Observation Look-back Period: Five U.S. Government Securities Business
Days
Relevant Screen Page: Not Applicable
Designated Source: Bloomberg Screen Page: SOFRINDX
(i) ISDA Determination: Not Applicable
(j) Margin(s): + 0.70 per cent. per annum
(k) Minimum Rate of Interest: 0.00 per cent. per annum floor shall apply per
Condition 4.2(c)
(l) Maximum Rate of Interest: Not Applicable
(m) Day Count Fraction: Actual/360, adjusted
19. Zero Coupon Covered Bond Provisions: Not Applicable

PROVISIONS RELATING TO REDEMPTION

20. Issuer Call: Not Applicable
21. Investor Put: Not Applicable
22. Final Redemption Amount of each Covered
Bond:
U.S.\$1,000 per Calculation Amount
23. 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

  1. Form of Covered Bonds: Registered Covered Bonds:

Regulation S Global Covered Bond (U.S.\$840,850,000 nominal amount) registered in the name of a nominee of DTC

Rule
144A
Global
Covered
Bond
(U.S.\$159,150,000
nominal
amount)
registered in the name of a nominee of DTC
25. New Global Covered Bond: No
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 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-SONIA Margin: 3.10 per cent.
DISTRIBUTION
31. U.S. Selling Restrictions: Reg. S Compliance Category 2
TEFRA not applicable
Rule 144A

PURPOSE OF FINAL TERMS DOCUMENT

This Final Terms Document comprises the final terms required for issue and admission to trading on the main market of the London Stock Exchange of the Covered Bonds described herein pursuant to the €35 billion Global Covered Bond Programme of Santander UK plc.

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 main market of the London Stock Exchange and to be listed on the Official List of the FCA with effect from the Issue Date.

(b) Estimate of total expenses related to admission to trading: £5,515

2. RATINGS:

Ratings: The Covered Bonds to be issued are expected to be rated:

S & P: AAA

S&P Global Ratings UK Limited (endorsed by S&P Global Ratings Europe Limited) has, in its January 2021 publication "Ratings Definitions", described a credit rating of 'AAA' in the following terms: "An obligation rated 'AAA' has the highest rating assigned by S&P Global Ratings. The obligor's capacity to meet its financial commitments on the obligation is extremely strong."

Moody's: Aaa

Moody's Investor Service Ltd (endorsed by Moody's Deutschland GmbH) has, in its 2 November 2021 publication "Rating Symbols and Definitions", described a credit rating of 'Aaa' in the following terms: "Aaa; Obligations rated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk."

Fitch: AAA

Fitch Ratings Limited (endorsed by Fitch Ratings Ireland Limited) has, in its 10 November 2021 publication "Ratings Definitions", described a credit rating of 'AAA in the following terms: "AAA' ratings denote the lowest expectation of default risk. They are assigned only in cases of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events."

Moody's Investor Service Ltd, Fitch Ratings Limited and S&P Global Ratings UK Limited are established in the UK and are registered in accordance with Regulation (EC) No. 1060/2009 as it forms part of domestic law by

virtue of the EUWA (the "UK CRA Regulation").

3. COVERED BOND SWAP:

Covered Bond Swap Provider: Santander UK 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 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/or the LLP and/or it or their affiliates in the ordinary course of business.

5. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

6. YIELD: (Fixed Rate Covered Bonds only)
(c) Estimated total expenses U.S.\$2,000,000
(b) Estimated net proceeds U.S.\$998,000,000
(a) Reasons for the offer See "Use of Proceeds" in the Prospectus

Indication of yield: 3.213 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.

7. TRADABLE AMOUNTS:

So long as the Covered Bonds are represented by a Global Covered Bond and The Depository Trust Company so permit, the Global Covered Bond shall be tradable in minimum principal amounts of \$200,000 and integral multiples of \$1,000 (the "Tradable Amount") in addition thereto.

8. OPERATIONAL INFORMATION:

(a) ISIN Code: Reg
S:
USG7809LAA29 /
Rule
144A:
US80283LBA08
(b) Common Code: Reg S: 248759810 / Rule 144A: 248759798
(c) CFI Code: DBVUGR , as may be updated and set out on
the website of the Association of National
Numbering
Agencies
(ANNA)
or
alternatively sourced from the responsible
National Numbering Agency that assigned the
ISIN
(d) FISN: SANTANDER UK PL/VAR RATE
BD
2026061, as may be updated and set out on the
website
of
the
Association
of
National
Numbering
Agencies
(ANNA)
or
alternatively sourced from the responsible
National Numbering Agency that assigned the
ISIN
(e) CUSIP Code: Reg S: G7809L AA2 / Rule 144A: 80283L
BA0
(f) CINS Code: Not Applicable
(g) Any clearing system(s) other than
DTC,
Euroclear
or
Clearstream,
Luxembourg
and
the
relevant
identification number(s):
Not Applicable
(h) Delivery: Delivery against payment
Name and address of Initial Paying Agent(s): Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
United Kingdom
Names and addresses of additional Paying
Agent(s) (if any):
Deutsche Bank Trust Company Americas
1761 East St. Andrew Place, Santa Ana,
California, 92705, United States
Intended to be held in a manner which would
allow Eurosystem eligibility:
Regulation S Global Covered Bond:
No.
Whilst the designation is specified as "no" at
the date of this Final Terms Document, should
the Eurosystem eligibility criteria be amended
in the future such that the Covered Bonds are
capable of meeting them the Covered Bonds
may then be deposited with one of the ICSDs
as common safekeeper. Note that this does not
necessarily mean that the Covered Bonds will
then be recognised as eligible collateral for
Eurosystem monetary policy and intra day
credit operations by the Eurosystem at any
time during their life. Such recognition will
depend upon the ECB being satisfied that
Eurosystem eligibility criteria have been met.
Rule 144A Global Covered Bond: No. Whilst
the designation is specified as "no" at the date
of this Final Terms Document, should the
Eurosystem eligibility criteria be amended in
the future such that the Covered Bonds are
capable of meeting them the Covered Bonds
may then be deposited with one of the ICSDs
as common safekeeper. Note that this does not
necessarily mean that the Covered Bonds will
then be recognised as eligible collateral for
Eurosystem monetary policy and intra day
credit operations by the Eurosystem at any
time during their life. Such recognition will
depend upon the ECB being satisfied that
Eurosystem eligibility criteria have been met.

9. U.S. TAX INFORMATION (144A OFFERINGS ONLY)

(a) Original Issue Discount: No

(b) Contingent Payment Debt Instrument: No Signed on behalf of the Issuer:

By: ........................................................................... Duly authorised

Signed on behalf of the LLP:

By: ........................................................................... Duly authorised

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