Regulatory Filings • Mar 15, 2017
Regulatory Filings
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13 March 2017
Issue of Up to GBP20,000,000 Capital at risk Variable Interest Rate and Equity Index Linked Automatic Early Redemption Notes due April 2023
Any person making or intending to make an offer of the N&C Securities may only do so:
Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of N&C Securities in any other circumstances.
The expression "Prospectus Directive" means Directive 2003/71/EC (as amended by Directive 2010/73/EU) and includes any relevant implementing measure in the relevant Member State.
Terms used herein shall be deemed to be defined as such for the purposes of the General Terms and Conditions of the N&C Securities (the "N&C Security Conditions" and, together with the applicable Annex(es), the "Conditions") set forth in the Base Prospectus dated 14 December 2016 and the supplement to the Base Prospectus dated 8 March 2017 which together constitute a base prospectus for the purposes of the Prospectus Directive (the "Base Prospectus"). This document constitutes the Final Terms of the N&C Securities described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus. Full information on the Issuer and the offer of the N&C Securities is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus has been published on the websites of the Irish Stock Exchange (www.ise.je), the Central Bank of Ireland (http://www.centralbank.je) and the Issuer's website (http://www.santander.co.uk). The Base Prospectus is also available for viewing during normal business hours at the specified office of Citibank, N.A., London Branch acting as Principal Paying Agent and copies may be obtained from the registered office of the Issuer. In the event of any inconsistency between the Conditions and the Final Terms, these Final Terms prevail. A summary of the N&C Securities (which comprises the summary in the Base Prospectus as amended to reflect the provisions of these Final Terms) is annexed to these Final Terms.
1
The N&C Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or under any state securities laws, and the N&C Securities may not be offered, sold, transferred, pledged, delivered, redeemed, directly or indirectly, at any time within the United States or to, or for the account or benefit of, or by, any U.S. Person (as defined below). Furthermore, the N&C Securities do not constitute, and have not been marketed as, contracts of sale of a commodity for future delivery (or options thereon) subject to the U.S. Commodity Exchange Act, as amended (the "CEA"), and trading in the N&C Securities has not been approved by the U.S. Commodity Futures Trading Commission (the "CFTC") pursuant to the CEA, and no U.S. Person may at any time trade or maintain a position in the N&C Securities. For a description of the restrictions on offers and sales of N&C Securities, see "Important Notice to Purchasers and Transferees of N&C Securities" and "Subscription and Sale" in the Base Prospectus.
For the purposes of these Final Terms, "U.S. Person" means (i) a "U.S. person" as defined in Regulation S under the Securities Act ("Regulation S"), (ii) a "U.S. person" as defined in the Interpretive Guidance and Policy Statement Regarding Compliance with Certain Swap Regulations promulgated by the Commodity Futures Trading Commission (the "CFTC") pursuant to the United States Commodity Exchange Act of 1936, as amended (the "CEA"), (iii) a person other than a "Non-United States person" as defined in CFTC Rule 4.7, or (iv) a "United States person" as defined in the U.S. Internal Revenue Code of 1986 and the U.S. Treasury regulations promulgated thereunder, in each case, as such definition may be amended, modified or supplemented from time to time (each such person, a "U.S. Person").
By investing in the N&C Securities each investor is deemed to represent that:
| 1. | 1.1 | Issuer: | Abbey National Treasury Services plc |
|---|---|---|---|
| 2. | 2.1 | Type of N&C Security: | Note |
| 2,2 | Series Number: | 1107 | |
| 2.3 | Tranche Number: | ı | |
| 2.4 | Date on which the N&C Securities will be consolidated and form a single Series: |
Not Applicable | |
| 2.5 | Trading Method: | Nominal | |
| 2.6 | Applicable Annex(es): | Payout and Equity Index/ETF | |
| 3. | Specified Currency: | Pound Sterling ("GBP" or "£") | |
Aggregate Nominal Amount: 4.
$4.1$ Series:
$4.2$ Tranche:
Specified Denominations:
$6.1$
6.
Issue Price
5.
Up to GBP20,000,000
100.00 per cent. of the Aggregate Nominal Amount
The Issue Price specified in paragraph above may be more than the market value of the N&C Securities as at the Issue Date, and the price, if any, at which the Dealer or any other person is willing to purchase the N&C Securities in secondary market transactions is likely to be lower than the Issue Price. In particular, the Issue Price may describe the overall proceeds received by the Issuer in connection with the issue of the N&C Securities expressed as a percentage of the Aggregate Nominal Amount. In addition to the purchase price received from the Dealer, the Issuer may receive up front payment(s) under the hedging arrangements for the N&C Securities and secondary market prices may exclude such amounts [see further Part B; item 10.10 below.
To the extent permitted by applicable law, if any fees relating to the issue and sale of the N&C Securities have been paid or are payable by the Dealer to an intermediary (which may or may not have acted as an Authorised Offeror) (an "Intermediary"), then such Intermediary may be obliged to fully disclose to its clients the existence, nature and amount of any such fees (including, if applicable, by way of discount) as required in accordance with laws and regulations applicable to such Intermediary, including any legislation, regulation and/or rule implementing the Markets in Financial Instruments Directive (Directive 2004/39/EC), or as otherwise may apply in any non-EEA jurisdictions.
Investors in the N&C Securities intending to invest in N&C Securities through an Intermediary (including by way of introducing broker) should request details of any such fee payment from such Intermediary before making any purchase thereof.
GBP1,000 and integral multiples of GBP1.00 in excess thereof up to and including GBP1,999. No N&C Securities in definitive form will be issued with a denomination exceeding GBP1,999.
| 6,2 | Calculation Amount per N&C Security: | GBP1.00 | |
|---|---|---|---|
| 7. | 7.1 | Issue Date: | 18 April 2017 |
| 7.2 | Interest Commencement Date (if different from the Issue Date). |
Not Applicable | |
| 8. | Type of N&C Security: | Equity Index/ETF Linked N&C Security | |
| 9. | Maturity Date: | 19 April 2023 (the "Scheduled Maturity Date"), subject to the provisions of the Equity Index/ETF Annex and these Final |
Terms
| 10. | Interest Basis: | Variable Interest Rate N&C Security | |
|---|---|---|---|
| 11. | Redemption / Payment Basis: | Variable Redemption N&C Security | |
| 12. | Change of Interest Basis: | Not Applicable | |
| 13. | Put/Call Options: | Not Applicable | |
| 14. | 14.1 | Status of N&C Securities: | Senior |
| 15. | Fixed Rate N&C Security Provisions | Not Applicable |
|---|---|---|
| 16. | Floating Rate N&C Security Provisions | Not Applicable |
| 17. | Zero Coupon N&C Security Provisions | Not Applicable |
| 18. | Security N&C Rate Interest Variable Other Provisions |
Applicable |
Type of Variable Interest Rate N&C 18.1 Securities:
Subject to any prior purchase and cancellation or early redemption, the Interest Amount payable in respect of each N&C Security on the relevant Specified Interest Payment Date shall be determined by the Calculation Agent in accordance with the methodology as set out below:
If Barrier Condition 1 is satisfied: $(1)$
Calculation Amount * Rate of Interest 1;
If Barrier Condition 1 is not satisfied: $(2)$
Calculation Amount * Rate of Interest 2
For these purposes:
"Asset" means each of the FTSE 100 Index (Bloomberg Screen UKX
"Asset Early" means the Asset Level on the relevant Scheduled Observation Date.
Early Performance" the Early "Asset means Performance of the Early Laggard.
"Asset Initial" means the Asset Level on the Initial Valuation Date.
"Asset Level" means the Closing Level of the relevant Asset.
"Barrier Condition 1" Barrier Condition Early 1.
"Barrier Condition Early 1" means Barrier Condition Early (European) 1.
"Barrier Condition Early (European) 1" shall be deemed satisfied if the Calculation Agent determines that on the relevant Scheduled Observation Date Asset Early Performance is greater than or equal to Barrier (Early) 1.
"Barrier (Early) 1" means 75.00 per cent.
"Basket Asset" means an Asset that is a constituent of a basket of Assets, as specified in the table in paragraph 27.2 below.
"Closing Level" means the Closing Level (as defined in the Equity Index/ETF Linked Conditions).
"Early Laggard" shall mean in relation to the Scheduled Observation Date, the Asset with the lowest calculated Early Performance, as determined by the Calculation Agent in respect of the relevant date. For the avoidance of doubt, if two or more Basket Assets have the same Early Performance as of the Scheduled Observation Date, the Calculation Agent shall select any such Basket Asset as the Early Laggard acting in good faith and in a commercially reasonable manner.
"Early Performance" means, in respect of the relevant Asset, an amount expressed as a percentage, calculated and determined by the Calculation Agent in accordance with the following formula:
Asset Early Asset Initial
"Rate of Interest 1" means 1.975 per cent.
"Rate of Interest 2" means zero per cent.
"Scheduled Observation Date" means the dates specified as such in these Final Terms.
| 18.7 | Day Count Fraction: | Not Applicable | |
|---|---|---|---|
| 18.8 | Determination Date(s): | Not Applicable | |
| 19. | N&C Securities: | Interest provisions in respect of Partial Redemption | Not Applicable |
| PROVISIONS RELATING TO REDEMPTION | |||
| 20. | Issuer Call | Not Applicable | |
| 21. | Issuer Regulatory Call | Not Applicable | |
| 22. | Notice | periods for Issuer Illegality Call, Issuer Regulatory Call and Issuer Tax Call |
Not Applicable |
| 22.1 | Maximum period: | Not Applicable | |
| 22.2 | Minimum period: | Not Applicable | |
| 23. | Investor Put: | Not Applicable |
24.
Final Redemption Amount:
Subject to any prior purchase and cancellation or early redemption, each N&C Security will be redeemed on the Maturity Date at an amount in GBP determined by the Calculation Agent in accordance with the methodology as set out below:
Subject to any prior purchase and cancellation or early redemption, each N&C Security will be redeemed on the Maturity Date at an amount in GBP determined by the Calculation Agent in accordance with the methodology as set out below:
(1) If Barrier Condition 2 has been satisfied:
Calculation Amount * 100.00 per cent.
(2) If Barrier Condition 2 has not been satisfied:
Calculation Amount * Min [Cap, (Participation * Asset Final Performance)]
For these purposes:
"Asset Final" means the Asset Level on the Final Valuation Date.
"Asset Final Performance" means the Final Performance of the Final Laggard.
"Barrier Condition 2" shall mean Barrier Condition Final.
"Barrier Condition Final" shall mean Barrier Condition
Final (European).
"Barrier Condition Final (European)" shall be deemed satisfied if the Calculation Agent determines that on the Final Valuation Date the Asset Final Performance is greater than or equal to Barrier (Final).
"Barrier (Final)" means 60.00 per cent.
"Cap" means 100.00 per cent.
"Final Laggard" shall mean the Asset with the lowest calculated Final Performance, as determined by the Calculation Agent in respect of the relevant date. For the avoidance of doubt, if two or more Assets in the Basket have the same Final Performance as of the Final Valuation Date, the Calculation Agent shall select any such Asset as the Final Laggard acting in good faith and in a commercially reasonable manner.
"Final Performance" means, in respect of the relevant Asset, an amount expressed as a percentage, calculated and determined by the Calculation Agent in accordance with the following formula:
"Min" followed by a series of amounts inside the brackets, means whichever is the lesser of the amounts separated by a comma inside those brackets.
"Participation" means 100.00 per cent.
Issuer Tax Call:
Applicable
Applicable
Applicable
Events of Default: 25.2
$(b)$
$\overline{7}$
Conditions and/or the relevant Annex:
Automatic Early Redemption Event(s): 26.
Applicable
Subject to any prior purchase and cancellation or early redemption, each N&C Security will be early redeemed at the Automatic Early Redemption Amount which will be equal to the Autocallable Amount on the relevant Automatic Early Redemption Date in GBP if the Calculation Agent determines that Barrier Condition 3 is satisfied.
For these purposes:
"Autocallable Amount" means the value set out in the table in this paragraph 26 of Part A to these Final Terms in relation to the Scheduled Observation Date specified in such table in respect of which the Autocallable Amount has become payable or is triggered.
"Automatic Early Redemption Date" means the dates as specified in the table in this paragraph 26 of Part A to these Final Terms.
"Barrier (Early) 3" means 105.00 per cent.
"Barrier Condition 3" means Barrier Condition Early 3.
"Barrier Condition Early 3" means Barrier Condition Early (European) 3.
"Barrier Condition Early (European) 3" shall be deemed satisfied if the Calculation Agent determines that on the relevant Scheduled Observation Date8-23, Asset Early Performance is greater than or equal to Barrier (Early) 3.
| $\mathbf{n}$ | Scheduled Observation Date |
Specified Interest Payment Date |
Automatic Early Redemption Date |
Autocallable Amount |
|---|---|---|---|---|
| 1 | 10 July 2017 | 17 July 2017 | 17 July 2017 | Not Applicable |
| $\overline{2}$ | 10 October 2017 | 17 October 2017 | 17 October 2017 | Not Applicable |
| 3 | 10 January 2018 | 17 January 2018 | 17 January 2018 | Not Applicable |
| 4 | 10 April 2018 | 17 April 2018 | 17 April 2018 | Not Applicable |
| 5 | 10 July 2018 | 17 July 2018 | 17 July 2018 | Not Applicable |
| 6 | 10 October 2018 | 17 October 2018 | 17 October 2018 | Not Applicable |
| 7 | 10 January 2019 | 17 January 2019 | 17 January 2019 | Not Applicable |
| 8 | 10 April 2019 | 17 April 2019 | 17 April 2019 | Calculation Amount * 100.00 per cent. |
|---|---|---|---|---|
| 9 | 10 July 2019 | 17 July 2019 | 17 July 2019 | Calculation Amount * 100.00 per cent. |
| 10 | 10 October 2019 | 17 October 2019 | 17 October 2019 | Calculation Amount * 100.00 per cent. |
| 11 | 10 January 2020 | 17 January 2020 | 17 January 2020 | Calculation Amount * 100.00 per cent. |
| 12 | 14 April 2020 | 21 April 2020 | 21 April 2020 | Calculation Amount * 100.00 per cent. |
| 13 | 10 July 2020 | 17 July 2020 | 17 July 2020 | Calculation Amount * 100.00 per cent. |
| 14 | 13 October 2020 | 20 October 2020 | 20 October 2020 | Calculation Amount * 100.00 per cent. |
| 15 | 11 January 2021 | 18 January 2021 | 18 January 2021 | Calculation Amount * 100.00 per cent. |
| 16 | 12 April 2021 | 19 April 2021 | 19 April 2021 | Calculation Amount * 100.00 per cent. |
| 17 | 12 July 2021 | 19 July 2021 | 19 July 2021 | Calculation Amount * 100.00 per cent. |
| 18 | 12 October 2021 | 19 October 2021 | 19 October 2021 | Calculation Amount * 100.00 per cent. |
| 19 | 10 January 2022 | 17 January 2022 | 17 January 2022 | Calculation Amount * 100.00 per cent. |
| 20 | 11 April 2022 | 19 April 2022 | 19 April 2022 | Calculation Amount * 100.00 per cent. |
| 21 | 11 July 2022 | 18 July 2022 | 18 July 2022 | Calculation Amount * 100.00 per cent. |
| 22 | 11 October 2022 | 18 October 2022 | 18 October 2022 | Calculation Amount * 100.00 per cent. |
| 23 | 10 January 2023 | 17 January 2023 | 17 January 2023 | Calculation Amount * 100.00 per cent. |
| 24 | Final Valuation Date | Maturity Date | Maturity Date | Not Applicable |
$\bar{z}$
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$\mathcal{A}^{\mathcal{A}}$
$27.$ Key Dates relating to Variable Interest Rate N&C Securities and/or Variable Redemption N&C $\boldsymbol{\gamma}$ Securities
| (a) | Trade Date: | 8 March 2017 | |
|---|---|---|---|
| (b) | Valuation Date(s): | Not Applicable | |
| (c) | Initial Valuation Date: | 10 April 2017 | |
| (d) | Scheduled Observation Date(s): | Not Applicable | |
| (e) | Calculation Date(s): | Not Applicable | |
| $($ f $)$ | Observation Period: | Not Applicable | |
| (g) | Averaging Dates: | Not Applicable | |
| (h) | Final Valuation Date: | 11 April 2023 | |
| (i) | of Days Maximum Specified Disruption: |
See Equity Index/ETF Linked Condition 9 | |
| N&C Securities | Additional provisions relating to Equity Linked | Not Applicable | |
| Additional provisions relating to Equity Index/ETF Linked N&C Securities |
Applicable | ||
| 29.1 | Whether the N&C Securities relate to single index or ETF or a basket containing one or more indices or ETFS and the identity of each relevant Index/ETF: |
Basket containing one or more indices | |
| 29.2 | Equity Index: | Applicable |
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l,
28.
29.
| ANTIQUE DE L'ANTIQUE DE L'ANTIQUE DE L'ANTIQUE DE L'ANTIQUE DE L'ANTIQUE DE L'ANTIQUE DE L'ANTIQUE DE L'ANTIQU | AARTI TEID NATIONALIA | MA Round A WORD | ||
|---|---|---|---|---|
| FTSE 100 Index | FTSE International Limited (or any successor thereto) |
London Stock Exchange |
All Exchanges | UKX < Index |
| S&P 500 | Standard & Poor's, a division of the McGraw-Hill Companies Inc. (or any successor thereto) |
As per Equity Index/ETF Linked Conditions |
All Exchanges | SPX < Index |
| 29.3 | Exchange Traded Fund: | Not Applicable |
|---|---|---|
| 29.4 | Index / ETF Level: | Closing Level |
| 29.5 | Exchange(s) | As specified in the table in paragraph 29.2 above |
| 29.6 | Related Exchange: | As specified in the table in paragraph 29.2 above |
29.8 Exchange Business Day:
Scheduled Trading Day: 29.9
29.10 Additional Disruption Events: Scheduled Closing Time
Exchange Business Day (All Indices Basis)
Scheduled Trading Day (All Indices Basis)
Applicable
Elected Events Only: Applicable $(a)$
The following Additional Disruption Events apply to $(b)$ the N&C Securities: Change in Law 2 and Hedging Disruption
Form of N&C Securities: 34.
| 34.1 | Form: | Bearer N&C Securities: | ||
|---|---|---|---|---|
| Security N&C Global Bearer Temporary exchangeable for a Permanent Bearer Global N&C Security which is exchangeable for definitive Bearer N&C only upon an Exchange Event. |
||||
| 34.2 | New Global Note: | No. | ||
| 35. | Additional Financial Centre(s): | London | ||
| 36. | Payment Day Convention: | Following | ||
| 37. | Talons for future Coupons to be attached to Definitive Bearer N&C Securities: |
N 0 | ||
| 38. | Rounding Convention: | Rounded down |
| 39. | Calculation Agent: | Abbey National Treasury Services plc |
|---|---|---|
| 2 Triton Square | ||
| Regent's Place | ||
| London NW1 3AN | ||
| United Kingdom | ||
| The N&C Securities shall be treated as Specified Securities (as | ||
| 40. | Specified Securities: | defined in the Base Prospectus) for the purpose of Section 871(m) of the U.S. Internal Revenue Code of 1986. |
The Issuer accepts responsibility for the information contained in these Final Terms. The Issuer confirms that such information has been accurately reproduced and that, so far as they are aware and is/are able to ascertain from information published by Bloomberg®, no facts have been omitted which would render the reproduced information inaccurate or misleading.
Signed on behalf of the Issuer:
L. Rul By: ....................................
Duly authorised
| 1.1 | Listing and admission to trading: | Application is expected to be made by the Issuer (or on its |
|---|---|---|
| behalf) for the N&C Securities to be admitted to the Official List | ||
| of the Irish Stock Exchange and trading on its regulated market | ||
| with effect from Issue Date | ||
None. Please note that as at the Issue Date it is not intended that $2.1$ Ratings: this specific Series of N&C Securities will be rated.
Save for any fees payable to the Dealer and any Authorised Offeror, so far as the Issuer is aware, no person involved in the issue of the N&C Securities has an interest material to the offer.
| Reasons for the offer: 4. 1 |
General corporate purposes | |
|---|---|---|
| 4.2 | Estimated net proceeds: | Not Applicable |
| 4.3 | Estimated total expenses: | Not Applicable |
Indication of yield:
Not Applicable
Not Applicable
Exposure to the FTSE 100 Index and the S&P 500® Index (each an "Index" and together the "Indices")
The amount N&C Securityholders will receive on redemption of the N&C Securities is calculated by reference to, and therefore dependant on, the performance of each Index.
If Barrier Condition 3 is satisfied on the applicable Scheduled Observation Date (as described in paragraph 24 of Part A to these Final Terms), the amount payable per Calculation Amount on the corresponding Automatic Early Redemption Date is the applicable Autocallable Amount, set out in the table in paragraph 26 of Part A.
If Barrier Condition 3 is not satisfied, the Final Redemption Amount per Calculation Amount will be calculated in accordance with the provisions of paragraph 26 of Part A to these Final Terms. Defined terms used in the following illustrations have the meaning ascribed in Part A to these Final Terms.
The following table sets out illustrative values of the Final Redemption Amount per Calculation Amount assuming different values for the Asset Final, as a percentage of Asset Initial, in respect of Final Laggard.
| Asset Final as a % of Asset Initial | Final Redemption Amount per Calculation Amount |
|---|---|
| 200% | £1,000 |
| 150% | £1,000 |
| 100% | £1,000 |
| 90% | £1,000 |
| 75% | £1,000 |
| 60% | £1,000 |
| 50% | £500 |
| 40% | £400 |
| 25% | £250 |
| 10% | £100 |
| $\epsilon$ $0\%$ |
$\pmb{\pm 0}$ |
The information included herein with respect to the Indices consists only of extracts from, or summaries of, publicly available information. The Issuer and Guarantor accept responsibility that such information has been correctly extracted or summarised. No further or other responsibility is accepted by the Issuer or the Guarantor. In particular, neither the Issuer nor the Guarantor accepts responsibility in respect of the accuracy or completeness of the information set forth herein concerning the Indices or that there has not occurred any event which would affect the accuracy or completeness of such information.
The FTSE 100 Index is a market-capitalisation weighted index of the 100 most highly capitalised companies traded on the London Stock Exchange. The equities use an investibility weighting in the index calculation. The Index was developed with a base level of 100 as of 3 January 1984.
S&P 500 Index is a capitalisation-weighted index composed of 500 stocks. The Index is designed to measure the performance of the broad United States domestic economy through changes in the aggregate market value of 500 stocks representing all major industries.
Information on past performance and volatility of the Indices can be obtained from various internationally recognised published or electronically displayed sources, for example Bloomberg Screen UKX
The value of the N&C Securities is dependent on a number of factors, including but not limited to, the level of each Index.
8.
9,
| 8.1 | ISIN: | XS1580143516 |
|---|---|---|
| 8.2 | Common Code: | 158014351 |
| 8.3 | Any clearing system(s) other than Euroclear and Clearstream, Luxembourg and the relevant identification number(s): |
Not Applicable |
| 8.4 | Delivery: | Delivery free of payment |
| 8.5 | Names and addresses of additional Paying Agent(s) (if any): |
Not Applicable |
| 8.6 | Deemed delivery of clearing system notice for the purposes of N&C Security Condition 13 (Notices): |
Any notice delivered to Securityholders through the clearing system will be deemed to have been given on the second business day after the day on which it was given to Euroclear and Clearstream, Luxembourg. |
| 8.7 | Intended to be held in a manner which would allow Eurosystem eligibility: |
No |
| 8.8 | Governing law: | English |
| DISTRIBUTION | ||
| 9.1 | Method of distribution: | Non-syndicated |
| 9.2 | If syndicated, names of Managers (i) |
Not Applicable |
| 9.3 | If non-syndicated, name and address of relevant Dealer: |
Abbey National Treasury Services plc 2 Triton Square Regent's Place London NW1 3AN United Kingdom |
| 9.4 | U.S. Selling Restrictions: | The N&C Securities are only for offer and sale outside the United States in offshore transactions to non-U.S. Persons in reliance on Regulation S under the Securities Act and may not be offered, sold, transferred, pledged, delivered, redeemed, directly or indirectly, at any time within the United States or to, or for the account or benefit of, or by, any U.S. Person. |
| Each initial purchaser of the N&C Securities and each subsequent purchaser or transferee of the N&C Securities shall be deemed to have agreed with the Issuer or the seller of such Securities that (i) it will not at any time offer, sell, resell or deliver, directly or indirectly, such Securities so purchased in the United States or to, or for the account or benefit of, any U.S. Person or to others for offer, sale, resale or delivery, directly or |
indirectly, in the United States or to, or for the account or benefit of, any U.S. Person and (ii) it is not purchasing any Securities for
the account or benefit of any U.S. Person.
Reg. S Compliance Category 2; TEFRA D
| 9.5 | (a) | Non-exempt Offer: | Applicable |
|---|---|---|---|
| (b) | Non-exempt Offer Jurisdiction: | The United Kingdom | |
| (c) | Offer Period | From (and including) 9:00 a.m. (London time) on 14 March 2017 to (and including) 5:00 p.m. (London time) on 9 April 2017. |
|
| (d) | Financial intermediaries granted specific consent to use the Base Prospectus in accordance with the Conditions in it: |
Invested Bank plc 2 Gresham Street London EC2V 7QP |
|
| (e) | General Consent: | Not Applicable | |
| (f) | Other Authorised Offeror Terms: | Not Applicable |
Applicable. The Authorised Offeror will manage a plan (the "Plan"), which, will be offered to the public in the Nonexempt Offer Jurisdiction in accordance with the arrangements listed below. The Authorised Offeror has selected the N&C Securities as one of the primary qualifying securities into which the Authorised Offeror will invest on behalf of investors in the Plan. The proceeds invested by investors in the Plan will be used by the Authorised Offeror to purchase the N&C Securities. It is understood that the performance of the Plan will be related to the performance of the N&C Securities throughout the term of the N&C Securities. Accordingly, the amounts payable by the Authorised Offeror on the retirement of the Plan are linked to the amounts paid by the Issuer pursuant to the terms and conditions of the N&C Securities.
The N&C Securities will be offered to the public in each Non-exempt Offer Jurisdiction in accordance with the arrangements listed below.
$10.1$ Offer Price: A prospective investor in the Plan should contact the Authorised Offeror for details of the Offer Price.
If any fees relating to the issue and sale of these N&C Securities have been paid or are payable by the Dealer to an intermediary, then such intermediary may be obliged to fully disclose to its clients the existence, nature and amount of any such fees (including, if applicable, by way of discount) as required in accordance with laws and regulations applicable to such intermediary, including any legislation, regulation and/or rule implementing the Markets in Financial Instruments Directive (2004/39/EC), or as otherwise may apply in any non-EEA jurisdictions. Potential investors in these N&C Securities intending to purchase N&C Securities through an intermediary (including by way of introducing broker) should request details of any such fee payment from such intermediary before making any purchase hereof.
Offers of the N&C Securities are subject to the distribution arrangements in place between the Dealer and the Authorised Offeror. The Issuer reserves the right, in its absolute discretion, to cancel the offer, to end the Offer Period early and/or to extend
$10.2$ Conditions to which the offer is subject: the Offer Period. Information regarding any such cancellation, early termination or extension of the Offer Period will be made available both on the website of the Irish Stock Exchange Issuer's website the (www.ise.ie) and on http://www.santander.co.uk/uk/about-santander-uk/investorrelations/abbey-omnibus-
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For a further description of the offer of an interest in the N&C Securities pursuant to the Plan by the Authorised Offeror to its customers, see Paragraph 10.4 of Part B to these Final Terms below.
Any offer of the Plan or of the N&C Securities comprised therein by the Authorised Offeror will be made in its own name and on its own behalf and not as an agent of the Issuer or the Dealer and only the Authorised Offeror will be liable for the offer in the Non-exempt Offer Jurisdiction. None of the Issuer or Dealer accepts any liability for the offer or sale by the Authorised Offeror of an investment in the Plan to investors in the Nonexempt Offer Jurisdiction.
A prospective investor in the Plan should contact the Authorised Offeror for details of the application process in order to purchase an interest in the Plan during the Offer Period. A prospective investor in the Plan will invest in accordance with the arrangements existing between the Authorised Offeror and its customers relating to the subscription of securities generally. Prospective investors will not be required to enter into any contractual arrangements directly with the Issuer or the Dealer related to the subscription for the N&C Securities. If an investor in any jurisdiction other than the Non-exempt Offer Jurisdiction wishes to purchase N&C Securities or to make an investment in the Plan, such investor should (a) be aware that sales in the relevant jurisdiction may not be permitted; and (b) contact its financial advisor, bank or financial intermediary for more information.
These Final Terms may only be used in connection with and within the terms of this offer. It does not authorise, and may not be used by the Authorised Offeror or any other party in connection with, the subsequent offer or sale of any N&C Securities outside the terms of the offer or the Offer Period.
$10.3$ Description of the application process: With the exception of the Non-exempt Offer Jurisdiction, no action has been or will be taken in any jurisdiction, by the Issuer or the Dealer that would permit a public offering of the N&C Securities, or possession or distribution of any offering material in connection with the issue of the N&C Securities, in any country or jurisdiction where action for that purpose is required. The Authorised Offeror must comply with all applicable laws and regulations of the Non-exempt Offer Jurisdiction in connection with the offer and sale of N&C Securities at its own expense.
Manner in and date on which results of the 10.7 offer are to be made public:
10.8 Procedure for exercise of any right of preemption, negotiability of subscription rights and treatment of subscription rights not exercised:
A prospective investor should contact the Authorised Offeror for details of any minimum and/or maximum amount of the individual applications for an interest in the Plan.
A prospective investor in the Plan should contact the Authorised Offeror for details regarding the possibility to reduce their subscriptions during the Offer Period and the manner for refunding any excess amount paid.
See also paragraph 10.1 above of Part B to these Final Terms.
A prospective investor in the Plan should contact the Authorised Offeror for details of the method and time limits for paying up and delivering an interest in the Plan.
The total aggregate nominal amount of N&C Securities (the "Final Aggregate Nominal Amount") to be issued and the final level of subscription will be determined based on market demand for an investment in the Plan during the Offer Period and the Final Aggregate Nominal Amount will be made available both on the website of the Irish Stock Exchange (www.ise.ie) and on the Issuer's website http://www.santander.co.uk/uk/aboutsantander-uk/investor-relations/abbey-omnibus-
programme?p_p_id=W033_Notification_WAR_W033_Notificat ionportlet&p p lifecycle=1&p p state=normal&p p mode=vie w&p p col id=column-
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A prospective investor in the Plan should contact the Authorised Offeror for details of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised.
The Plan will be offered to potential investors in the Non-exempt Offer Jurisdiction by the Authorised Offeror. It is not contemplated that the N&C Securities will be directly offered to the public in any jurisdiction.
10.10
exempt Offer Jurisdiction during the Offer Period as authorised to do so by the Dealer. No other offer or solicitation in respect of the N&C Securities shall be made by the Authorised Offeror except pursuant to an exemption from the obligation under the Prospectus Directive as implemented in such countries to publish a prospectus (a) in any other EEA country or (b) after the Offer Period has ended. If a prospective investor is offered the N&C Securities by any other party, the investor should be aware that none of the Issuer or the Dealer will be responsible for the Prospectus for the purposes of the relevant securities laws in the context of the offer of the N&C Securities to the public. If an investor is in any doubt about whether it can rely on the Prospectus, these Final Terms and/or who is responsible for its contents, they should seek legal advice.
Offers may only be made by the Authorised Offeror in the Non-
The Issuer has offered and will sell the N&C Securities to the Indication of the expected price at which the Dealer (and no one else) at the price of 100.00 per cent. The N&C Securities will be offered or the Dealer will, in relation to each N&C Security issued, offer and method of determining the price and the sell the N&C Securities to the Authorised Offeror at the price of process for its disclosure: 100.00 per cent. of the Issue Price.
The Authorised Offeror will offer and sell their Plan to their customers in accordance with the arrangements in place between the Authorised Offeror and its customers by reference to the Offer Price and the market conditions prevailing at the time.
Offeror in accordance with the arrangements in place between the Authorised Offeror and its customers. For the avoidance of doubt, no dealings in the N&C Securities may take place prior to the Issue Date.
The Issuer is only offering to and selling to the Dealer(s) pursuant to and in accordance with the terms of the Programme Agreement. All sales to persons other than the Dealer(s) will be made by the Dealer(s) or persons to whom they sell, and/or otherwise make arrangements with, including the Authorised Offeror(s). The Issuer shall not be liable for any offers, sales or purchases of N&C Securities to persons (other than in respect of offers and sales to, and purchases of, N&C Securities by the Dealer(s) and only then pursuant to the Programme Agreement, which are made by the Dealer(s) or Authorised Offeror(s) in accordance with the arrangements in place between any such Dealer or the Authorised Offeror and its customers.
The Dealer(s) has acknowledged and agreed, and any Authorised Offeror will be required by the Dealer(s) to acknowledge and agree, that for the purpose of offer(s) of the N&C Securities, the Issuer has passported the Base Prospectus in the Non-exempt Offer Jurisdiction and will not passport the Base Prospectus into any other European Economic Area Member State; accordingly, the N&C Securities may only be publicly offered in Non-exempt Offer Jurisdiction or offered to Qualified Investors (as defined in the Prospectus Directive) in any other European Economic Area Member States and that all offers of N&C Securities by it will be made only in accordance with the selling restrictions set forth in the Base Prospectus and the provisions of these Final Terms and in compliance with all applicable laws and regulations.
$\sim 10^7$
Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered in Sections $A - E(A, I)$ - E.7). This Summary contains all the Elements required to be included in a summary for this type of securities and Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the summary because of the type of securities and Issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of not applicable.
| Element | |
|---|---|
| A.1 | This summary should be read as an introduction to the Base Prospectus and the applicable Final Terms. Any decision to invest in any Securities should be based on a consideration of this Base Prospectus as a whole, including any documents incorporated by reference and the applicable Final Terms. Where a claim relating to information contained in the Base Prospectus and the applicable Final Terms is brought before a court in a Member State of the European Economic Area, the plaintiff may, under the national legislation of the Member State where the claim is brought, be required to bear the costs of translating the Base Prospectus and the applicable Final Terms before the legal proceedings are initiated. Civil liability attaches to the Issuer in any such Member State solely on the basis of this summary, including any translation of it, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of this Base Prospectus and the applicable Final Terms or, following the implementation of the relevant provisions of Directive 2010/73/EU in the relevant Member State, it does not provide, when read together with the other parts of this Base Prospectus and the applicable Final Terms, key information in order to aid investors when considering whether to invest in the Securities. |
| A.2 | Certain Tranches of Securities with a denomination of less than €100,000 (or its equivalent in any other currency) may be offered in circumstances where there is no exemption from the obligation under the Prospectus Directive to publish a prospectus. Any such offer is referred to as a "Non-exempt Offer". |
| Consent: Subject to the conditions set out below, the Issuer consents to the use of this Base Prospectus in connection with a Non-exempt Offer of Securities by the Dealer and Walker Crips Stockbrokers Ltd (the "Authorised Offeror"). |
|
| Consent period: The Issuer's consent referred to above is given for Non-exempt Offers of Securities during the period beginning on the start date of the relevant Offer Period and ending on the earliest of (i) the end date of the relevant Offer Period, (ii) the date occurring 12 months after the date of the Base Prospectus or (iii) in the event that the Base Prospectus is superseded by a base prospectus of the Issuer which is approved and published by the Issuer during the Offer Period (a "New Base Prospectus") and the Issuer has amended, restated and issued the applicable Final Terms pursuant to the New Base Prospectus, the date on which such amended and restated Final Terms are published_(the "Consent Period"). |
|
| Offer period: The offer period is from (and including) 9.00am (London time) on 14 March 2017 to (and including) 5.00pm (London time) on 9 April 2017 (the "Offer Period"). |
|
| Conditions to consent: The conditions to the Issuer's consent (in addition to the conditions referred to above) are that such consent (a) is only valid during the Consent Period and (b) only extends to the use of this Base Prospectus to make Non- exempt Offers of the relevant Tranche of Securities in the United Kingdom. |
|
| AN INVESTOR INTENDING TO PURCHASE OR PURCHASING ANY SECURITIES IN A NON-EXEMPT OFFER FROM AN AUTHORISED OFFEROR WILL DO SO, AND OFFERS AND SALES OF SUCH SECURITIES TO AN INVESTOR BY SUCH AUTHORISED OFFEROR WILL BE MADE, IN ACCORDANCE WITH ANY TERMS AND CONDITIONS OF THE OFFER IN PLACE BETWEEN SUCH AUTHORISED OFFEROR AND SUCH INVESTOR INCLUDING ARRANGEMENTS IN RELATION TO PRICE, ALLOCATIONS, EXPENSES AND SETTLEMENT. THE RELEVANT INFORMATION WILL BE PROVIDED BY THE AUTHORISED OFFEROR. |
| Element | |
|---|---|
| B.1 | Legal and commercial name of the Issuer Abbey National Treasury Services plc |
| B.2 | Domicile / legal form / legislation / country of incorporation The Issuer is a public limited company incorporated and domiciled in England and Wales, registered under the Companies Act 1985. |
| B.4b | Trend information |
| Despite recent improvements in certain segments of the global economy, uncertainties remain concerning the future economic environment. Uncertainty surrounding future economic developments of the Eurozone remains an issue and interest rate differentials among Eurozone countries still indicate continued doubts about some governments' ability to fund themselves sustainably and affect borrowing rates in those economies. |
|
| The global credit market conditions have suffered from the general lack of liquidity in the secondary market for many types of instruments which may include instruments similar to the Securities. |
|
| The Group faces substantial competition in all parts of its business. The market for UK financial services is highly competitive and the recent financial crisis continues to reshape the banking landscape in the UK. |
|
| Financial services providers face increasingly stringent and costly regulatory and supervisory requirements, particularly in the areas of regulatory capital and liquidity management, the conduct of business, the structure of operations and the integrity of financial services delivery. Increased government intervention and control over financial institutions, together with measures to reduce systemic risk, may significantly impact the competitive landscape. |
|
| On 23 June 2016, the UK held a referendum on the UK's membership of the European Union (the "EU"). The result of the referendum's vote was to leave the EU, which creates a number of uncertainties within the UK, and regarding its relationship with the EU. The UK political developments, along with any further changes in government structure and policies, may lead to further market volatility and changes to the fiscal, monetary and regulatory landscape. |
|
| B.5 | Description of the Group Abbey National Treasury Services plc ("ANTS") and its subsidiaries comprise ANTS's immediate group (the "ANTS Group"). ANTS is a direct wholly owned subsidiary of Santander UK plc and, along with Santander UK plc.'s other subsidiaries, forms part of the Santander UK group (the "Santander UK Group"). Santander UK plc ("Santander UK") is a wholly owned subsidiary of Santander UK Group Holdings plc which is a subsidiary of Banco Santander, S.A. which is the ultimate parent company. Banco Santander, S.A. and its subsidiary Santusa Holding, S.L. together hold the entire issued share capital of Santander UK Group Holdings plc. Santander UK and its subsidiaries, along with the other subsidiaries of Banco Santander, S.A., form part of the Banco Santander S.A. group (the "Santander Group"). |
| B.9 | Profit forecast or estimate Not Applicable - No profit forecasts or estimates have been made in the Base Prospectus. |
| B.10 | Audit report qualifications Not Applicable - No qualifications are contained in any audit report included in the Base Prospectus. |
| B.12 | Selected historical key financial information |
| The audited consolidated balance sheet as at 31 December 2015 and 31 December 2016 and audited consolidated income statement for each of the years ended 31 December 2015 and 31 December 2016 have been extracted without any adjustment from, and should |
$\sigma \in \mathcal{E}_\mathcal{E}^\mathcal{G}$
be read in conjunction with, ANTS's consolidated financial statements in respect of those dates and periods:
| Consolidated balance sheet (extract for ANTS' 2016 Annual Report): | $\mathcal{P}^{\bullet}$ | |
|---|---|---|
| 31 December 2016 | 31 December 2015 | |
| £m | ||
| Assets | ||
| Cash and balances at central banks | 3,517 | 2,279 |
| Trading assets | 29,682 | 23,649 |
| Derivative financial instruments | 27,954 | 24,875 |
| Financial assets designated at fair value | 1,854 | 2,130 |
| Loans and advances to banks | 10,046 | 21,544 |
| Loans and advances to customers | 15,135 | 32,455 |
| Loans and receivables securities | 219 | |
| Available-for-sale securities | 476 | 1,168 |
| Macro hedge of interest rate risk | 705 | |
| Intangible assets | 35 | |
| Property, plant and equipment | 9 | |
| Deferred tax assets | 8 | |
| Other assets | 164 | |
| Total assets | 89,804 | 108,867 |
| Liabilities | ||
| Deposits by banks | 25,326 | 21,333 |
| Deposits by customers | 3,169 | 2,838 |
| Trading liabilities | 15,560 | 12,722 |
| Derivative financial instruments | 31,620 | 25,178 |
| Financial liabilities designated at fair value | 2,119 | 2,016 |
| Debt securities in issue | 7,895 | 40,811 |
| Other liabilities | 224 | |
| Provisions | 15 | |
| Current tax liabilities | 119 | |
| Deferred tax liabilities | 105,224 | |
| Total liabilities | 86,047 | |
| Equity | 2,549 | 2,549 |
| Share capital | 1,027 | |
| Retained earnings | 1,208 | |
| Other reserves | ||
| Total shareholders' equity | 3,757 89,804 |
3,643 108,867 |
| Total liabilities and equity | ||
| Consolidated income statement (extract from ANTS' 2016 Annual Report): | ||
| 31 December 2016 | 31 December 2015 | |
| $\mathbf{f}_{\mathbf{m}}$ | ||
| Interest and similar income | 948 | 1,495 |
| Interest expense and similar charges | (684) | (1, 223) |
| Net interest income | 264 | |
| Net fee and commission income | 122 | |
| Net trading and other income | 205 | |
| Total operating income | 591 | |
| Operating expenses before impairment losses, provisions and charges | (290) | (255) |
| Impairment (losses)/releases on loans and advances | (18) | |
| Provisions for other liabilities and charges | (16) | |
| Total operating impairment losses, provisions and charges | (34) | |
| Profit before tax | 267 | |
| Tax on profit | (86) | |
| Profit after tax for the year | 181 | |
| Attributable to: | ||
| Equity holders of the parent | 181 | |
| Statements of no significant or material adverse change | ||
| There has been no significant change in the financial position of the ANTS Group (including ANTS) since 31 December | ||
| 2016 and there has been no material adverse change in the prospects of ANTS since 31 December 2016. | ||
| Events impacting the Issuer's solvency B.13 |
||
| Not Applicable - There are no recent events particular to the Issuer which are to a material extent relevant to the evaluation | ||
| of the Issuer's solvency. |
| B.14 | Dependence upon other group entities ANTS has given a full and unconditional guarantee in respect of the unsubordinated liabilities, which are not debt securities, of Santander UK, incurred on or before 30 June 2017 under a deed poll guarantee entered into by ANTS on 25 April 2016. Santander UK does not rely on a guarantee from Banco Santander, S.A. or any other member of the Santander Group to generate funding or liquidity. Similarly, Santander UK does not raise funds to finance or guarantee the debts of other members of the Santander Group. See further Element B.5 above. |
|---|---|
| B.15 | Principal activities |
| ANTS's business consists of three main divisions: Commercial Banking, Corporate and Institutional Banking and Corporate Centre. |
|
| Business Overview | |
| ANTS provides corporate, wholesale banking and treasury services. ANTS provides these services to U.K. clients and also to the wider Santander UK Group, of which ANTS is a significant part. ANTS provides certain treasury support functions for the Santander UK Group. In this regard, ANTS's role is to provide access to financial markets and central bank facilities in order to meet the Santander UK Group's liquidity, funding and balance sheet management requirements. |
|
| The management structure of the Issuer consists of three main business divisions, organised as follows: | |
| Commercial Banking | |
| Commercial Banking offers a wide range of products and financial services to customers through a network of regional Corporate Business Centres ("CBCs") and through telephony and digital channels. The management of ANTS's customers is organised according to their annual turnover (£250,000 to £50m for SMEs, and £50m to £500m for mid corporates), enabling ANTS to offer a differentiated service to SMEs and mid corporate customers. Commercial Banking products and services include loans, bank accounts, deposits and treasury services. Commercial Banking also includes specialist commercial real estate and Social Housing lending businesses. |
|
| Global Corporate Banking | |
| Global Corporate Banking services corporate clients and financial institutions that, because of their size, complexity or sophistication, require specially-tailored services or value added wholesale products. It offers risk management and other value added financial services to large corporates with a turnover above £500m per annum, and financial institutions, as well as to the rest of Santander UK's businesses. The main business areas include: working capital management (trade and export finance and cash management), financing (corporate and specialised lending) and risk management (foreign exchange, rates and liability management). |
|
| Corporate Centre | |
| Corporate Centre predominantly consists of the non-core portfolios of Social Housing loans and structured credit assets. Corporate Centre in ANTS is also responsible for managing balance sheet composition and structure and strategic liquidity risk for the Santander UK Group. The non-core portfolios are being run-down and/or managed for value. |
|
| B.16 | Controlling shareholders ANTS is a direct wholly owned subsidiary of Santander UK. |
| B.17 | Credit ratings |
| The long-term debt of ANTS has been rated A1 by Moody's Investors Service Ltd ("Moody's") and A by Fitch Ratings Ltd. ("Fitch") and the short-term debt of ANTS has been rated P-1 by Moody's and F1 by Fitch. |
$\tilde{\chi}=\tilde{\chi}$
| Securities issued under the Programme may be rated or unrated by any one or more of the rating agencies referred to above. Where a Series of Securities is rated, such rating will be disclosed in the Final Terms and will not necessarily be the same as the rating assigned to the Issuer by the relevant rating agency. |
|
|---|---|
| As at the Issue Date it is not intended that the Securities will be rated. | |
| A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. |
|
| B.18 | Description of the Guarantee |
| The Securities will be unconditionally and irrevocably guaranteed by Santander UK (acting in such capacity the "Guarantor"). |
|
| B.19 | Information about the Guarantor |
| Legal and commercial name of the Guarantor B.1 |
|
| Santander UK plc | |
| Domicile / legal form / legislation / country of incorporation B.2 Santander UK is a public limited liability company incorporated and domiciled in England and Wales, registered under the Companies Act 1985. |
|
| Trend information B.4b See Element B.4b above. |
|
| B.5 Description of the Group |
|
| See Element B.5 above. | |
| Profit forecast or estimate B.9 |
|
| Not Applicable - No profit forecasts or estimates have been made in the Base Prospectus. | |
| Audit report qualifications B.10 |
|
| Not Applicable - No qualifications are contained in any audit report included in the Base Prospectus. |
$\bar{z}$
$\sim$
$\frac{1}{2} \left( \frac{1}{2} \right) \left( \frac{1}{2} \right) = \frac{1}{2}$
$\bar{z}$
$\sim$
The audited consolidated balance sheet as at 31 December 2015 and 31 December 2016 and audited consolidated income statement for each of the years ended 31 December 2015 and 31 December 2016 have been extracted without any adjustment from, and should be read in conjunction with, the Santander UK plc's consolidated financial statements in respect of those dates and periods:
| Consolidated balance sheet (extract from Santander UK plc 2016 Annual Report): | 31 December 2015 | |
|---|---|---|
| 31 December 2016 £m |
£m | |
| Assets | 17.107 | 16,842 |
| Cash and balances at central banks | 23,961 | |
| Trading assets | 30,035 | 20,911 |
| Derivative financial instruments | 25,471 | 2,398 |
| Financial assets designated at fair value | 2,140 | 3,548 |
| Loans and advances to banks | 4.348 | 198,045 |
| Loans and advances to customers | 199.738 | |
| Loans and receivables securities | 257 | 52 9,012 |
| Available-for-sale securities | 10,561 | |
| Held-to-maturity investments | 6,648 | |
| Macro hedge of interest rate risk | 1,098 | 781 48 |
| Interests in other entities | 61 | |
| Intangible assets | 2,316 | 2,231 |
| Property, plant and equipment | 1,491 | 1,597 |
| Current tax assets | 49 | |
| Retirement benefit assets | 398 | 556 |
| Other assets | 1,473 | 1,375 |
| Total assets | 303,142 | 281,406 |
| Liabilities | ||
| Deposits by banks | 9.769 | 8,278 |
| Deposits by customers | 177,172 | 164,074 |
| Trading liabilities | 15,560 | 12,722 |
| Derivative financial instruments | 23,103 | 21,508 |
| Financial liabilities designated at fair value | 2,440 | 2,016 |
| Debt securities in issue | 50,346 | 49,615 |
| Subordinated liabilities | 4,303 | 3,885 |
| Macro hedge of interest rate risk | 350 | 110 |
| Other liabilities | 2,871 | 2,335 |
| Provisions | 700 | 870 |
| Current tax liabilities | 54 | $\mathbf{1}$ |
| Deferred tax liabilities | 128 | 223 |
| Retirement benefit obligations | 262 | 110 |
| Total liabilities | 287,058 | 265,747 |
| Equity | ||
| Share capital and other equity instruments | 4.904 | 4,911 |
| Share premium | 5.620 | 5,620 |
| Retained earnings | 4,886 | 4,679 |
| Other reserves | 524 | 314 |
| Total shareholders' equity | 15,934 | 15,524 |
| Non-controlling interests | 150 | 135 |
| Total equity | 16.084 | 15,659 |
| Total liabilities and equity | 303,142 | 281,406 |
| Consolidated income statement (extract from Santander UK plc 2016 Annual Report): | ||
| Consentativa meeting statement featured a om camerical excepts =5.15 communi | 31 December 2016 | 31 December 2015 |
|---|---|---|
| £m | $\mathfrak{m}$ | |
| Interest and similar income | 6.467 | 6,695 |
| Interest expense and similar charges | (2,885) | (3,120) |
| Net interest income | 3.582 | 3,575 |
| Fee and commission income | 1.188 | 1,115 |
| Fee and commission expense | (418) | (400) |
| Net fee and commission income | 770 | 715 |
| Net trading and other income | 443 | 283 |
| Total operating income | 4.795 | 4.573 |
| Operating expenses before impairment losses, provisions and charges | (2, 414) | (2,400) |
| Impairment losses on loans and advances | (67) | (66) |
|---|---|---|
| Provisions for other liabilities and charges | (397) | (762) |
| Total operating impairment losses, provisions and charges | (464) | (828) |
| Profit before tax | 1,917 | 1,345 |
| Tax on profit | (598) | (381) |
| Profit after tax for the year | 1.319 | 964 |
| Attributable to: | ||
| Equity holders of the parent | 1.292 | 939 |
| Non-controlling interests | 27 | 25 |
There has been no significant change in the financial or trading position of the Santander UK Group (including Santander UK) since 31 December 2016 and there has been no material adverse change in the prospects of Santander UK plc since 31 December 2016.
Not Applicable - There are no recent events particular to Santander UK which are to a material extent relevant to the evaluation of the its solvency.
ANTS has given a full and unconditional guarantee in respect of the unsubordinated liabilities, which are not debt securities, of Santander UK, incurred on or before 30 June 2017 under a deed poll guarantee entered into by ANTS on 25 April 2016. Santander UK does not rely on a guarantee from Banco Santander, S.A. or any other member of the Santander Group to generate funding or liquidity. Similarly, Santander UK does not raise funds to finance or guarantee the debts of other members of the Santander Group. See further Element B.5 above.
Santander UK's business divisions consist of Retail Banking, Commercial Banking, Global Corporate Banking and Corporate Centre.
Retail Banking offers a wide range of products and financial services to individuals and small businesses (with less than two directors, owners or partners), through a network of branches and ATMs, as well as through telephone, digital, mobile and intermediary channels. Retail Banking also includes Santander Consumer Finance, predominantly a vehicle finance business. Santander UK's main products are residential mortgage loans, savings and current accounts, credit cards (excluding the co-branded cards business) and personal loans as well as insurance policies.
Commercial Banking offers a wide range of products and financial services to customers through a network of regional Corporate Business Centres ("CBCs") and through telephony and digital channels. The management of Santander UK's customers is organised according to their annual turnover (£250,000 to £50m for SME's, and £50m to £500m for mid corporates), enabling Santander UK to offer a differentiated service to SMEs and mid corporate customers. Commercial Banking products and services includes loans, bank accounts, deposits, treasury services, invoice discounting, cash transmission, trade finance and asset finance. Commercial Banking also includes specialist commercial real estate and Social Housing lending businesses.
Global Corporate Banking (formerly known as Corporate & Institutional Banking) services corporate clients and financial institutions that, because of their size, complexity or sophistication, require specially-tailored services or value-added wholesale products. It offers risk management and other value-added financial services to large corporates with a turnover above £500m per annum, and financial institutions, as well as to the rest of Santander UK's businesses. The main businesses areas include: working capital management (trade and export finance and cash management), financing (Debt Capital Markets, and corporate and specialised lending) and risk management (foreign exchange, rates and liability management). As part of a rebrand across the Santander Group, Corporate & Institutional Banking (the UK segment of Santander Global Corporate Banking) has been branded as Global Corporate Banking, to reflect the build out of a corporate client franchise, and the refinement of the customer centred strategy.
Corporate Centre predominately consists of the non-core corporate and treasury legacy portfolios. Corporate Centre is also responsible for managing capital and funding, balance sheet composition and structure and strategic liquidity risk. The noncore corporate and treasury legacy portfolios include aviation, shipping, infrastructure, commercial mortgages, Social Housing loans and structured credit assets, all of which are being run-down and/or managed for value. In addition, the cobrand credit cards business sold in 2013 was managed in Corporate Centre prior to its sale and presented as discontinued operations.
As at the date of this Base Prospectus, Santander UK is a wholly owned subsidiary of Santander UK Group Holdings Limited, which is a subsidiary of Banco Santander, S.A. Banco Santander, S.A. and its subsidiary Santusa Holding, S.L together hold the entire issued share capital of Santander UK Group Holdings Limited.
The long-term debt of Santander UK has been rated A (negative outlook) by Standard & Poor's Credit Market Services Europe Limited ("S&P"), A1 (stable outlook) by Moody's Investors Service Ltd ("Moody's") and A (positive outlook) by Fitch Ratings Ltd. ("Fitch") and the short-term debt of Santander UK has been rated A-1 by S&P, P-1 by Moody's and F1 by Fitch.
A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
| Element | ||
|---|---|---|
| C.1 | Type and class of the Securities | |
| Title of Securities: | Up to GBP20,000,000 Capital at risk Variable Interest Rate and Equity Index Linked Automatic Early Redemption Notes due April 2023 |
|
| Series Number: | 1107 | |
| Tranche Number | 1 | |
| ISIN Code: | XS1580143516 | |
| Common Code: | 158014351 | |
| C 2 | Currency of the Securities | |
| Pound Sterling ("GBP" or "£") | ||
| C.5 | Restrictions on free transferability The Securities may not be transferred prior to the Issue Date. Selling restrictions apply to offers, sales or transfers of the Securities under the applicable laws in various jurisdictions. A purchaser of the Securities is required to make certain agreements and representations as a condition to purchasing the Securities. |
|
| The minimum denominations of each N&C Security is £1,000. | ||
| C.8 | Description of the rights attaching to the Securities |
| Status: The Securities constitute direct, unconditional, unsecured and unsubordinated obligations of the Issuer and rank pari passu without preference amongst themselves and, subject to any applicable statutory provisions or judicial order, at least equally with all other present and future direct, unconditional, unsecured and unsubordinated obligations of the Issuer. |
||||
|---|---|---|---|---|
| Negative pledge: The Securities do not have the benefit of a negative pledge or cross-default provisions (in respect of events of default). |
||||
| Deed of covenant: The Securities have the benefit of a deed of covenant dated on or around 14 December 2016. | ||||
| Taxation: All payments in respect of the Securities will be made without deduction for or on account of withholding taxes imposed by any tax jurisdiction unless such deduction is required by law. In the event that any such deduction is required, the Issuer will not be required to pay any additional amounts to cover the amounts so deducted. Further, all payments in respect of the Securities will be made subject to any withholding or deduction required pursuant to fiscal and other laws, as provided in Condition 5.5(B) of the General Terms and Conditions of the N&C Securities, and Condition 8.3 of the General Terms and Conditions of the Warrants. |
||||
| Governing law: English law. | Events of Default: This includes non-payment, non-performance or non-observance of the Issuer's obligations in respect of the Securities and also the insolvency or winding up of the Issuer. An event of default will only be treated as such if at least 25% of the Securityholders in nominal amount or number of units, as applicable, have requested this. |
|||
| C.9 | Payment Features | |||
| Issue Price: | 100.00 per cent of the Aggregate Nominal Amount | |||
| Issue Date: | 18 April 2017 | |||
| Calculation Amount: | GBP1.00 | |||
| Maturity Date / Settlement Date: |
19 April 2023, subject to adjustment | |||
| Early Redemption Amount / Early Cancellation Amount: |
The fair market value of the N&C Securities less associated costs | |||
| Variable Interest Rate: | ||||
| (1) If Barrier Condition 1 is satisfied: |
||||
| Calculation Amount * Rate of Interest 1; | ||||
| (2) | If Barrier Condition 1 is not satisfied: | |||
| Calculation Amount * Rate of Interest 2 | ||||
| Interest amounts if any become due on the relevant Specified Interest Payment Dates specified below. | ||||
| N&C Securities - Subject to any prior purchase and cancellation or early redemption, each N&C Security may be early redeemed at the Automatic Early Redemption Amount which will be equal to the Autocallable Amount on the relevant Automatic Early Redemption Date in GBP if the Calculation Agent determines that Barrier Condition 3 is satisfied. |
||||
| N&C Securities - Subject to any prior purchase and cancellation or early redemption, each N&C Security will be redeemed on the Maturity Date at an amount in GBP determined by the Calculation Agent in accordance with the methodology |
| $\omega_{\rm c}/\tau_{\rm c}$ | provided below: | Says | ||
|---|---|---|---|---|
| If Barrier Condition 2 is satisfied: (1) |
||||
| Calculation Amount * 100.00 per cent. | ||||
| (2) | If Barrier Condition 2 has not been satisfied: | |||
| Calculation Amount * Min [Cap, (Participation * Asset Final Performance)] | ||||
| For these purposes: | ||||
| "Asset" means the FTSE 100 Index (Bloomberg Screen UKX |
||||
| "Asset Final" means the Asset Level on the Final Valuation Date. | ||||
| "Asset Initial" means the Asset Level on the Initial Valuation Date. | ||||
| "Asset Level" means the Closing Level of the relevant Asset | ||||
| "Autocallable Amount" has the value set out in the table below in relation to the Scheduled Observation Date specified in | ||||
| such table in respect of which the Autocallable Amount has become payable or is triggered. | ||||
| Date specified in such table. | "Automatic Early Redemption Date" means the date set out in the table below in relation to the Scheduled Observation | |||
| $\mathbf{n}$ | Scheduled Observation Date |
Specified Interest Payment Date |
Automatic Early Redemption Date |
Autocallable Amount |
| 1 | 10 July 2017 | 17 July 2017 | 17 July 2017 | Not Applicable |
| 2 | 10 October 2017 | 17 October 2017 | 17 October 2017 | Not Applicable |
| 3 | 10 January 2018 | 17 January 2018 | 17 January 2018 | Not Applicable |
| 4 | 10 April 2018 | 17 April 2018 | 17 April 2018 | Not Applicable |
| 5. | 10 July 2018 | 17 July 2018 | 17 July 2018 | Not Applicable |
| 6 | 10 October 2018 | 17 October 2018 | 17 October 2018 | Not Applicable |
| 7 | 10 January 2019 | 17 January 2019 | 17 January 2019 | Not Applicable |
| 8 | 10 April 2019 | 17 April 2019 | 17 April 2019 | Calculation Amount * 100.00 per cent. |
| 9 | 10 July 2019 | 17 July 2019 | 17 July 2019 | Calculation Amount * 100.00 per cent. |
| 10 | 10 October 2019 | 17 October 2019 | 17 October 2019 | Calculation Amount * 100.00 per cent. |
| 11 | 10 January 2020 | 17 January 2020 | 17 January 2020 | Calculation Amount * 100.00 per cent. |
÷.
| 12 | 14 April 2020 | 21 April 2020 | 21 April 2020 | Calculation Amount * 100.00 per cent. |
|---|---|---|---|---|
| 13 | 10 July 2020 | 17 July 2020 | 17 July 2020 | Calculation Amount * 100.00 per cent. |
| 14 | 13 October 2020 | 20 October 2020 | 20 October 2020 | Calculation Amount * 100.00 per cent. |
| 15 | 11 January 2021 | 18 January 2021 | 18 January 2021 | Calculation Amount * 100.00 per cent. |
| 16 | 12 April 2021 | 19 April 2021 | 19 April 2021 | Calculation Amount * 100.00 per cent. |
| 17 | 12 July 2021 | 19 July 2021 | 19 July 2021 | Calculation Amount * 100.00 per cent. |
| 18 | 12 October 2021 | 19 October 2021 | 19 October 2021 | Calculation Amount * 100.00 per cent. |
| 19 | 10 January 2022 | 17 January 2022 | 17 January 2022 | Calculation Amount * 100.00 per cent. |
| 20 | 11 April 2022 | 19 April 2022 | 19 April 2022 | Calculation Amount * 100.00 per cent. |
| 21 | 11 July 2022 | 18 July 2022 | 18 July 2022 | Calculation Amount * 100.00 per cent. |
| 22 | 11 October 2022 | 18 October 2022 | 18 October 2022 | Calculation Amount * 100.00 per cent. |
| 23 | 10 January 2023 | 17 January 2023 | 17 January 2023 | Calculation Amount * 100.00 per cent. |
| 24 | Final Valuation Date | Maturity Date | Maturity Date | Not Applicable |
| "Barrier (Early) 1" means 75.00 per cent. | ||||
| "Barrier (Early) 3" means 105.00 per cent. | ||||
| "Barrier (Final)" means 60.00 per cent. | ||||
| "Barrier Condition 1" shall mean Barrier Condition Early 1. | ||||
| "Barrier Condition 2" shall mean Barrier Condition Final. | ||||
| "Barrier Condition 3" shall mean Barrier Condition Early 3. | ||||
| "Barrier Condition Early 1" shall mean Barrier Condition Early (European) 1. | ||||
| relevant Scheduled Observation Date, Asset Early Performance is greater than or equal to Barrier (Early) 1. | "Barrier Condition Early (European) 1" shall be deemed satisfied if the Calculation Agent determines that on the |
$\overline{a}$
| "Barrier Condition Early 3" shall mean Barrier Condition Early (European) 3. |
|---|
| "Barrier Condition Early (European) 3" shall be deemed satisfied if the Calculation Agent determines that on the relevant Scheduled Observation Date 8-23 , Asset Early Performance is greater than or equal to Barrier (Early) 3. |
| "Barrier Condition Final" shall mean Barrier Condition Final (European). |
| "Barrier Condition Final (European)" shall be deemed satisfied if the Calculation Agent determines that on the Final Valuation Date the Asset Final Performance is greater than or equal to Barrier (Final). |
| "Basket Asset" means an Asset that is a constituent of a basket of Assets. |
| "Cap" means 100.00 per cent. |
| "Closing Level" means the Closing Level (as defined in the Equity Index/ETF Linked Conditions). |
| "Early Laggard" shall mean in relation to the Scheduled Observation Date, the Asset with the lowest calculated Early Performance, as determined by the Calculation Agent in respect of the relevant date. For the avoidance of doubt, if two or more Basket Assets have the same Early Performance as of the Scheduled Observation Date, the Calculation Agent shall select any such Basket Asset as the Early Laggard acting in good faith and in a commercially reasonable manner. |
| "Early Performance" means, in respect of the relevant Asset, an amount expressed as a percentage, calculated and determined by the Calculation Agent in accordance with the following formula: |
| Asset Early Asset Initial |
| "Final Laggard" shall mean the Asset with the lowest calculated Final Performance, as determined by the Calculation Agent in respect of the relevant date. For the avoidance of doubt, if two or more Assets in the Basket have the same Final Performance as of the Final Valuation Date, the Calculation Agent shall select any such Asset as the Final Laggard acting in good faith and in a commercially reasonable manner. |
| "Final Performance" means, in respect of the relevant Asset, an amount expressed as a percentage, calculated and determined by the Calculation Agent in accordance with the following formula: |
| Asset Final Asset Initial |
| "Final Valuation Date" means 11 April 2023. |
| "Initial Valuation Date" means 10 April 2017. "Min" followed by a series of amounts inside the brackets, means whichever is the lesser of the amounts separated by a comma inside those brackets. |
| "Participation" means 100.00 per cent. |
| "Rate of Interest 1" means 1.975 per cent. |
| "Rate of Interest 2" means zero per cent. |
| "Scheduled Observation Date" means the dates set out in the table above. |
$\overline{1}$
$\sim$ $\mu$ .
$\mathbf{I}$
| Securities being terminated early at an early redemption or cancellation amount. | The above provisions are subject to adjustment as provided in the conditions of the Securities to take into account events in relation to the Asset(s) or the Securities. This may lead to adjustments being made to the Securities or in some cases the |
||
|---|---|---|---|
| C.10 | Derivative component on interest | ||
| Not Applicable - The N&C Securities do not have a derivative component in the interest payment. | |||
| C.11 | Listing and Admission to trading | ||
| trading on the Regulated Market of the Irish Stock Exchange. | Application for Securities has been made for listing on the Official List of the Irish Stock Exchange and for admission to | ||
| C.15 | Description of how the value of the Securities is affected by the value of the underlying Asset | ||
| The indicative returns below apply where Barrier Condition 3 has not been satisfied. | |||
| Asset Final as a % of Asset Initial | Final Redemption Amount per Calculation Amount | ||
| 200% | £1,000 | ||
| 150% | £1,000 | ||
| 100% | £1,000 | ||
| 90% | £1,000 | ||
| 75% | £1,000 | ||
| 60% | £1,000 | ||
| 50% | £500 | ||
| 40% | £400 | ||
| 25% | £250 | ||
| 10% | £100 | ||
| $0\%$ | £0 | ||
| These Securities are derivative securities and their value may go down as well as up. | |||
| C.16 | Expiration Date or Maturity Date of the Securities |
| C.17 | Settlement procedures of the Securities | ||
|---|---|---|---|
| The Securities will be settled on the Maturity Date at the relevant amount per Security. | |||
| C.18 | Description of how the return on derivative securities takes place | ||
| For variable redemption Securities the return is illustrated in Element C.15 above. | |||
| These Securities are derivative securities and their value may go down as well as up. | |||
| C.19 | The exercise price or the final reference price of the underlying | ||
| The final reference price shall be determined on the Final Valuation Date or the relevant Scheduled Observation Date, as | |||
| the case may be. | |||
| C.20 | A description of the type of the underlying and where the information of the underlying can be found | ||
| Equity Index: FTSE 100 Index | |||
| See Bloomberg Screen: UKX |
|||
| Equity Index: S&P 500 ® Index | |||
| See Bloomberg Screen: SPX |
$\bar{T}$
| 950 HORD – MAR | ||
|---|---|---|
| Element | ||
| D.2 | Key risks regarding the issuer In purchasing Securities, investors assume the risk that the Issuer may become insolvent or otherwise be unable to make all payments due in respect of the Securities. There are a wide range of factors which individually or together could result in the Issuer becoming unable to make all payments due in respect of the Securities. It is not possible to identify all such factors or to determine which factors are most likely to occur, as the Issuer may not be aware of all relevant factors and certain factors which they currently deem not to be material may become material as a result of the occurrence of events outside the Issuer's control. However, the Issuer has identified in the Base Prospectus a number of factors which could materially adversely affect their businesses and ability to make payments due under the Securities, and they consider that |
|
| the risks identified in the Base Prospectus include all the principal risks of an investment in the Securities. These include: the Group's operating results, financial condition and prospects may be materially impacted by economic ٠ conditions in the UK as well as regulatory capital, leverage and liquidity requirements imposed on the Issuer; |
||
| the Group's operating results, financial condition and prospects may be negatively affected by conditions in ٠ global financial markets; |
||
| the Group's financial results are constantly exposed to market risk. The Group is subject to fluctuations in interest $\bullet$ rates and other markets risks, which may materially and adversely affect it; |
||
| any reduction in the credit rating assigned to the Group, any member of the Group or to any Group debt securities would be likely to increase the Group's cost of funding, require additional collateral to be placed and adversely affect its interest margins and liquidity position, |
||
| the Group operates in a highly regulated environment that imposes costs and significant compliance requirements. Changes in regulations may increase the cost and complexity of doing business, or may disadvantage the Group relative to its competitors. The failure to comply with regulations could subject the Group to sanctions, force it to |
| contact the cease providing certain services, or oblige it to change the scope or nature of its operations; | ||
|---|---|---|
| customers and counterparties that owe the Group money, securities or other assets may default on their obligations to the Group due to bankruptcy, lack of liquidity, operational failure or other reasons; and |
||
| ٠ | the Group's future success depends to a significant degree upon the continued contributions of its key personnel, its ability to recruit, train, retain and motivate personnel, and to ensure that employment contract terms are appropriate. |
uritie vari |
| D.3 | Key risks regarding the Securities | is as |
| There are also risks associated with specified types of Securities and with the Securities and the markets generally, including that, unlike a bank deposit, the Securities are not protected by the Financial Services Compensation Scheme ("FSCS") or other government protection scheme. As a result, neither the FSCS not any other government will pay compensation to an investor in the Securities upon the failure of the Issuer. If the Issuer goes out of business or become insolvent, holders of the Securities may lose all or part of their investment in the Securities; |
juld 1 nay erag jcific |
|
| ٠ | investors in Securities may lose up to the entire value of their investment in the Securities as a result of the occurrence of any of (a) the insolvency of either the Issuer, (b) investors seeking to sell the Securities prior to their scheduled termination, (c) the relevant Securities being subject to certain adjustments in accordance with the terms and conditions of the Securities, and (d) amounts payable being subject to deductions for taxes and/or expenses; |
e, ar |
| the Securities represent direct, unconditional, unsecured and unsubordinated obligations of both the Issuer and rank equally without any preference among themselves with all other present and future direct, unconditional, unsecured and unsubordinated obligations of the Issuer; |
||
| ٠ | the market value and the amount payable on termination of the Securities may be adversely affected by a number of factors, and the price at which a holder of Securities may be able to sell Securities prior to termination may be at a substantial discount to the market value of such Securities on the Issue Date. A holder of such Securities may suffer a loss of some or up to all of the entire amount invested on termination; |
'poi $\mathbf{p}$ |
| the Securities will have no established trading market when issued, and one may never develop, or the Securities may be illiquid. In such case, investors may not be able to sell their Securities easily or at favourable prices; and |
nat | |
| ٠ | the Securities will be settled by the Issuer through one or more clearing systems and agents. In addition investors may hold Securities through one or more intermediaries. As a result it may be necessary to enforce rights under the Securities through such indirect holding structure and delays and settlement risk may exist as a result. |
$\mathbf{1}$ en |
| Additionally, the risks relating to investment in the Securities depend on their features and may include, inter alia, risks relating to (but not limited to) operational/business risk, credit risk, liquidity risk, interest rate risk, regulatory risk, reputational risk, competition risk, unsecured obligations, market risk, emerging market risk, hedging and potential conflicts of interest, tax liabilities, expenses and taxation, third party risk, structural risks relating to particular Securities, including with respect to certain underlyings, no claim against the reference item(s) to which the Securities relate, exchange rate risks, settlement disruption, illegality and cancellation, time lag after redemption or exercise, settlement risk, possible illiquidity of Securities, equity risk, currency risk, underlying volatility risk, fund risk, failure to deliver due to illiquidity, inflation risk, modification, meetings, market disruption, a requirement to hold a minimum amount of Securities, transfer restrictions, exchange, listing and legal regulation risk, risk arising from Calculation Agent discretion, over-allotment risk, |
urit m b, JV) |
|
| risk relating to the discontinuation or withdrawal of the offer period, risk relating to inventory securities issues prior to their date of purchase, risk arising in the event the United Kingdom joins the European Monetary Union and eurosystem eligibility risk. |
$\mathbf{t}$ ) ot $\mathbf{t}^{\mathrm{u}}$ |
|
| Additionally, the risks relating to investment in N&C Securities include, inter alia , risks relating to (but not limited to) optional redemption. |
bl $\overline{e}$ |
$\hat{\mathbf{I}}$
i.
$\sim 10$
35
one of the primary qualifying securities into which the Authorised Offeror will invest on behalf of investors in the Plan. The proceeds invested by investors in the Plan will be used by the Authorised Offeror to purchase the N&C Securities. It is understood that the performance of the Plan will be related to the performance of the N&C Securities throughout the term of the N&C Securities. Accordingly, the amounts payable by the Authorised Offeror on the retirement of the Plan are linked to the amounts paid by the Issuer pursuant to the terms and conditions of the N&C Securities.
The Issuer has offered and will sell the N&C Securities to the Dealer (and no one else) at the price of 100.00 per cent. The Dealer will, in relation to each N&C Security issued, offer and sell the N&C Securities to the Authorised Offeror at the price of 100.00 per cent. of the Issue Price.
The Issuer reserves the right, in its absolute discretion, to cancel the offer and issue of the N&C Securities at any time prior to the Issue Date, to end the Offer Period early and/or to extend the Offer Period. Information regarding any such cancellation, early termination or extension of the Offer Period will be made available both on the website of the Irish Stock Exchange (www.ise.ie) and on the Issuer's website http://www.santander.co.uk/uk/about-santander-uk/investorrelations/abbev-omnibus-
programme?p_p_id=W033_Notification_WAR_W033_Notificationportlet&p_p_lifecycle=1&p_p_state=normal&p_p_mo de=view&p_p_col_id=column-
2&p_p_col_count=3&_W033_Notification_WAR_W033_Notificationportlet_javax.portlet.action=DFCW_LR_033_Notifi cationAcceptAction& W033 Notification WAR W033 Notificationportlet base.portlet.view=DFCW LR 033 Notificati onRenderView& W033 Notification WAR W033 Notificationportlet base.portlet.urlAjaxReady=true on or prior to the Issue Date.
The Authorised Offeror will offer and sell their Plan to their customers in accordance with the arrangements in place between the Authorised Offeror and its customers by reference to the Offer Price and the market conditions prevailing at the time. A prospective investor in the Plan should contact the Authorised Offeror for details of the Offer Price.
Offers of the N&C Securities are subject to the distribution arrangements in place between the Dealer and the Authorised Offeror. The Issuer reserves the right not to issue the N&C Securities. As between the Dealer and its Authorised Offeror and its customers, offers of the N&C Securities are further subject to such conditions as may be agreed between them and/or as is specified in any arrangements in place between them.
The total aggregate nominal amount of N&C Securities (the "Final Aggregate Nominal Amount") to be issued and the final level of subscription will be determined based on market demand for an investment in the Plan during the Offer Period and the Final Aggregate Nominal Amount will be made available both on the website of the Irish Stock Exchange (www.ise.ie) and on the Issuer's website http://www.santander.co.uk/uk/about-santander-uk/investor-relations/abbeyomnibus-
programme?p_p_id=W033_Notification_WAR_W033_Notificationportlet&p_p_lifecycle=1&p_p_state=normal&p_p_mo de=view&p p col id=column-
2&p p col count=3& W033 Notification WAR W033 Notificationportlet javax.portlet.action=DFCW LR 033 Notifi cationAcceptAction& W033 Notification WAR W033 Notificationportlet_base.portlet.view=DFCW LR 033 Notificati onRenderView&_W033_Notification_WAR_W033_Notificationportlet_base.portlet.urlAjaxReady=true on or prior to the Issue Date.
A prospective investor in the Plan should contact the Authorised Offeror for details (i) of the application process in order to purchase an interest in the Plan during the Offer Period, (ii) of any minimum and/or maximum amount of the individual applications for an interest in the Plan, (iii) regarding the possibility to reduce their subscriptions during the Offer Period and the manner for refunding any excess amount paid, (iv) of the method and time limits for paying up and delivering an interest in the Plan, (v) of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised and (vi) of any expenses and taxes that would be specifically charged in relation to any subscription of an interest in the Plan. Prospective Securityholders will be notified by Authorised Offeror in accordance with the arrangements in place between the Authorised Offeror and its customers. For the avoidance of doubt, no dealings in the N&C Securities may take place prior to the Issue Date.
Description of any interest of natural and legal persons involved in the issue/offer that is material to the issue/offer $E.4$ including conflicting interests
| The relevant Dealers may be paid fees in relation to any issue of Securities under the Programme. Any such Dealer and its affiliates may also 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 their affiliates in the ordinary course of business. Other than as mentioned above, and save for any fees that may have been paid or may be payable to the Dealer to an intermediary, so far as the Issuer is aware, no person involved in the issue of the Securities has an interest material to the |
|
|---|---|
| offer, including conflicting interests. | |
| E.7 | Expenses charged to the investor by the Issuer Not Applicable - No expenses will be charged to an investor by the Issuer. |
$\hat{\mathcal{A}}$
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