Bond Santander Britain 1.625% ( XS0997328066 ) in EUR

Issuer Santander Britain
Market price 100 %  ⇌ 
Country  United Kingdom
ISIN code  XS0997328066 ( in EUR )
Interest rate 1.625% per year ( payment 1 time a year)
Maturity 26/11/2021 - Bond has expired



Prospectus brochure of the bond Santander UK XS0997328066 in EUR 1.625%, expired


Minimal amount 100 000 EUR
Total amount 1 000 000 000 EUR
Detailed description Santander UK is a major retail and commercial bank operating in the United Kingdom, offering a range of financial products and services to personal and business customers.

The Bond issued by Santander Britain ( United Kingdom ) , in EUR, with the ISIN code XS0997328066, pays a coupon of 1.625% per year.
The coupons are paid 1 time per year and the Bond maturity is 26/11/2021







Execution Version
SUBSCRIPTION AGREEMENT
Abbey National Treasury Services plc
Series 56 1,000,000,000 1.625% Covered Bonds due 26 November 2020
(XS0997328066)
unconditionally guaranteed by Santander UK plc and
irrevocably and unconditionally guaranteed as to payment of principal and interest by
Abbey Covered Bonds LLP
under the 35 billion
Global Covered Bond Programme
25 November 2013
To:
Banco Santander, S.A., Credit Suisse Securities (Europe) Limited, HSBC France,
UBS Limited, UniCredit Bank AG
(the "Lead Managers")
cc:
Deutsche Trustee Company Limited as Bond Trustee and as Security Trustee
Deutsche Bank AG, London Branch as Principal Paying Agent
Dear Sirs,
Abbey National Treasury Services plc (the "Issuer") proposes to issue Series 56
1,000,000,000 1.625% Covered Bonds due 26 November 2020 (XS0997328066) (the
"Covered Bonds") under the 35 billion Global Covered Bond Programme established by it.
The Covered Bonds will be unconditionally and irrevocably guaranteed by Santander UK plc
("Group Guarantor") and unconditionally and irrevocably guaranteed as to payments of
interest and principal by Abbey Covered Bonds LLP (the "LLP" and, together with the
Group Guarantor, the "Guarantors"). The terms of the issue shall be as set out in the form
of Final Terms Document attached to this Agreement as Annex 1.
This Agreement is supplemental to the Programme Agreement (the "Programme
Agreement") dated 3 June 2005, as amended and restated on 4 October 2007, 20 May 2008,
9 September 2010, 9 September 2011 and 12 July 2013, made between the Issuer, the
Guarantors and the Dealers party thereto. All terms with initial capitals used herein without
definition have the meanings given to them in the Programme Agreement.
We wish to record the arrangements agreed between us in relation to the issue:
1. This Agreement appoints each Lead Manager which is not a party to the Programme
Agreement (each a "New Dealer") as a New Dealer in accordance with the provisions of
Clause 12 of the Programme Agreement for the purposes of the issue of the Covered
Bonds. Each New Dealer confirms that it is in receipt of the documents referenced
below:
1.1. a copy of the Programme Agreement; and
1.2. a copy of such of the documents delivered under Appendix 1 of the Programme
Agreement as it has requested and finds the same to be satisfactory or (in the case of
any or all of such documents) has waived such delivery.
131267-4-3057-v7.0
- 1 -
70-40546012



Execution Version
For the purposes of the Programme Agreement the details of the Lead Managers for
service of notices are as follows:
Banco Santander, S.A.
Ciudad Grupo Santander
Edificio Encinar,
Avenida de Cantabria s/n
28660, Boadilla del Monte,
Madrid, Spain

Telephone: + 34 91 257 2026 / 91 257 2029
Fax:
+ 34 91 257 13 76
Attention: Head of Debt Capital Markets/ Head of FI Syndicate Europe

Credit Suisse Securities (Europe) Limited

One Cabot Square
London E14 4QJ

Telephone: +44 20 7888 4021
Fax:
+44 20 7905 6128
Attention: MTN Trading Desk

HSBC France
c/o HSBC Bank plc
8 Canada Square
London E14 5HQ

Telephone: +44 20 7991 8888
Fax:
+44 20 7992 4973
Attention: Transaction Management Group

UBS Limited
1 Finsbury Avenue
London EC2M 2PP
Telephone: +44 20 75672477
Attention: Fixed Income Syndicate

131267-4-3057-v7.0
- 2 -
70-40546012



Execution Version
UniCredit Bank AG
Arabellastrasse 12
81925 Munich
Germany
Telephone: +49 89 378 17101
Attention: Debt Capital Markets Legal - LCD7DC
In consideration of the Issuer appointing each New Dealer as a Dealer in respect of the
Covered Bonds under the Programme Agreement, each New Dealer hereby undertakes,
for the benefit of the Issuer, the Guarantors, the Lead Managers (for itself and each other
Lead Manager) and the Dealers, that, in relation to the issue of the Covered Bonds, it will
perform and comply with all the duties and obligations expressed to be assumed by a
Dealer under the Programme Agreement, a copy of which it acknowledges it has received
from the Issuer. The Issuer and each of the Guarantors confirm that each New Dealer
shall be vested with all authority, rights, powers, duties and obligations of a Dealer in
relation to the issue of the Covered Bonds as if originally named as a Dealer under the
Programme Agreement provided that following the Issue Date of the Covered Bonds
each New Dealer shall have no further such authority, rights, powers, duties or
obligations except for any which have accrued or been incurred prior to, or in connection
with, the issue of the Covered Bonds.
2. Subject to the terms and conditions of the Programme Agreement and this Agreement the
Issuer agrees to issue the Covered Bonds and each Lead Manager jointly and severally
agrees to purchase the Covered Bonds (in an amount equal to the principal amount of the
Covered Bonds set out against its name in Annex 2 of this Agreement) at a price of
99.169 per cent. of the principal amount of the Covered Bonds (the "Purchase Price"),
being the issue price of 99.444 per cent. less a total selling commission of 0.275 per cent.
of such principal amount.
3. The execution of this Agreement will constitute acceptance by each Lead Manager of the
ICMA Agreement Among Managers Version 1 subject to any amendments notified to
such Lead Manager in writing at any time prior to the earlier of the receipt by the
Arranger of the document appointing such Lead Manager's authorised signatory and its
execution of this Agreement.
4. For the purposes of this Agreement:
4.1. the sum payable on the Issue Date shall be 991,690,000, representing the Purchase
Price less any amount payable in respect of the Lead Managers' expenses as set out in
Clause 2 of this Agreement;
4.2. "Issue Date" means 10:00 a.m. (London time) on 26 November 2013 or such other
time and/or date as the Issuer and the Lead Managers may agree; and
4.3. "Payment Instruction Date" means the Issue Date.
5. The Issuer shall bear the reasonable costs and expenses set out below in connection with
the issue of the Covered Bonds (inclusive of applicable VAT and disbursements, if any):
131267-4-3057-v7.0
- 3 -
70-40546012



Execution Version
5.1. the fees and expenses of its own legal advisers and those of the Lead Managers;
5.2. the fees and expenses incurred or payable in connection with the listing of the
Covered Bonds on the Official List of the UK Listing Authority and admission to
trading on the regulated market of the London Stock Exchange plc;
5.3. the fees and expenses (if any) of the Principal Paying Agent or any other Agent
appointed in respect of the Covered Bonds, including the fees and expenses (if any)
relating to the printing and delivery of the Covered Bonds;
5.4. the fees and expenses of the Issuer's auditors;
5.5. the fees and expenses of the Rating Agencies; and
5.6. the fees and expenses of the Bond Trustee and Security Trustee (if any).
6. The obligation of each Lead Manager to purchase the Covered Bonds is conditional upon:
6.1. the conditions set out in Clause 3.2 (other than that set out in Clause 3.2(i)) of the
Programme Agreement being satisfied as of the Payment Instruction Date;
6.2. all of the applicable Transaction Documents being in full force and effect; and
6.3. the delivery to each Lead Manager on the Payment Instruction Date of:
6.3.1. a certificate dated the Payment Instruction Date signed by a duly authorised
officer of the Issuer and a certificate dated the Payment Instruction Date signed
by a duly authorised officer of each of the Guarantors giving confirmation of the
conditions described in Clause 6.1 of this Agreement;
6.3.2. receipt of notification from Fitch, Moody's and S&P that the ratings for the
Covered Bonds described in the Prospectus have been assigned either without
conditions or subject only to the execution and delivery on or before the Issue
Date of the agreements contemplated herein;
6.3.3. (i) the Issuer having furnished or caused to be furnished to each Lead
Manager, the Bond Trustee and the Security Trustee at the Issue Date a solvency
certificate, dated the Issue Date, of a duly authorised director of the Issuer in the
agreed form; (ii) the LLP having furnished or caused to be furnished to each
Lead Manager, the Bond Trustee and the Security Trustee a solvency certificate
dated the Issue Date of a duly authorised officer of the LLP in the agreed form
and (iii) the relevant Seller having furnished or caused to be furnished to each
Lead Manager, the Bond Trustee and the Security Trustee a solvency certificate,
dated the Issue Date, of a duly authorised officer of the relevant Seller in the
agreed form;
6.3.4. legal opinions addressed to each Lead Manager dated the Payment Instruction
Date in such form and with such contents as each Lead Manager may reasonably
require from Clifford Chance LLP as to English law, from Elliot Duffy Garrett
as to Northern Irish law and from Tods Murray LLP as to Scots law;
131267-4-3057-v7.0
- 4 -
70-40546012



Execution Version
6.3.5. confirmation from the Issuer that it has provided the FCA with the series
issuance notification form pursuant to RCB 3.4.1D of the RCB Sourcebook; and
6.3.6. such other conditions precedent as the Lead Managers and the Issuer may
agree from time to time.
If any of the foregoing conditions is not satisfied on or before the Payment
Instruction Date, this Agreement shall terminate on that date and the parties to this
Agreement shall be under no further liability arising out of this Agreement (except
for any liability of the Issuer or failing the Issuer, the Guarantors in relation to
expenses as provided in the agreement referred to in Clause 5 and except for any
liability arising before or in relation to termination), provided that each Lead
Manager may in its discretion waive any of the aforesaid conditions (other than the
conditions precedent contained in Clause 3.2(c) and (d) of the Programme
Agreement) or any part of them.
7. The Lead Managers may, by notice to the Issuer and the Guarantors, terminate this
Agreement at any time prior to payment of the net purchase money to the Issuer if in the
professional opinion of the Lead Managers (after consultation with the Issuer and the
Guarantors where practicable) there shall have been such a change in national or
international financial, political or economic conditions or currency exchange rates or
exchange controls as would in its view be likely to prejudice materially the offering and
distribution of the Covered Bonds or dealings in the Covered Bonds in the secondary
market and, upon notice being given, the parties to this Agreement shall (except for any
liability of the Issuer or failing the Issuer, the Guarantors in relation to expenses as
provided in the agreement referred to in Clause 5 of this Agreement and except for any
liability arising before or in relation to termination) be released and discharged from their
respective obligations under this Agreement.
8. A person who is not a party to this Agreement has no right under the Contracts (Rights of
Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect
any right or remedy of a third party which exists or is available apart from that Act.
9. This Agreement (and any non-contractual obligations arising out of or in connection with
it) shall be governed by, and construed in accordance with, the laws of England.
10. This Agreement may be executed in any number of counterparts, and this has the same
effect as if the signatures on the counterparts were on a single copy of this Agreement.
Please confirm that this letter correctly sets out the arrangements agreed between us.
Yours faithfully,
SIGNED by
ABBEY NATIONAL TREASURY )
SERVICES PLC


)
acting by its attorney

)

131267-4-3057-v7.0
- 5 -
70-40546012



Execution Version
SIGNED
by
)
ABBEY COVERED BONDS LLP )
acting by its attorney

)

SIGNED
by
)
SANTANDER UK PLC
)
acting by its attorney

)

We confirm that this letter correctly sets out the arrangements agreed between us.
SIGNED
by
)
BANCO SANTANDER, S.A. )
acting by its attorney

)

SIGNED by an attorney for and on )
behalf
of
)
CREDIT SUISSE SECURITIES )
(EUROPE) LIMITED,

)
HSBC FRANCE,


)
UBS LIMITED,
and
)
UNICREDIT BANK AG

)
Name:
___________________________________


131267-4-3057-v7.0
- 6 -
70-40546012



Execution Version
ANNEX 1
TO THE SUBSCRIPTION AGREEMENT
FINAL TERMS DOCUMENT
131267-4-3057-v7.0
- 7 -
70-40546012



Execution Version
FINAL TERMS DOCUMENT
25 November 2013
Abbey National Treasury Services plc
Issue of 1,000,000,000 Fixed Rate Covered Bonds due 26 November 2020
(XS0997328066)
unconditionally guaranteed by Santander UK plc and
irrevocably and unconditionally guaranteed as to payment of principal and interest by
Abbey Covered Bonds LLP
under the 35 billion
Global Covered Bond Programme
PART A ­ CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Terms and
Conditions set forth in the Prospectus dated 12 July 2013 and the supplemental prospectuses
dated 31 July 2013, 20 August 2013 and 12 November 2013 (the "Supplemental
Prospectuses") which together constitute a base prospectus for the purposes of the
Prospectus Directive (2003/71/EC) (as amended, which includes amendments made by
Directive 2010/73/EU to the effect that such amendments have been implemented in a
relevant Member State) (the "Prospectus Directive"). This document constitutes the final
terms of the Covered Bonds described herein for the purposes of Article 5.4 of the Prospectus
Directive and must be read in conjunction with the Prospectus, as so supplemented. Full
information on the Issuer, the Group Guarantor and the LLP and the offer of the Covered
Bonds is only available on the basis of the combination of this Final Terms Document and the
Prospectus, as so supplemented. Copies of the Prospectus and the Supplemental Prospectuses
are available free of charge to the public at the registered office of the Issuer and from the
specified office of each of the Paying Agents.
1.
(a)
Issuer:
Abbey National Treasury Services plc
(b)
Guarantors: Santander
UK
plc and Abbey Covered
Bonds LLP
2.
(a)
Series Number:
56
(b)
Tranche Number:
1
(c)
Series which Covered Bonds Not Applicable
will be consolidated and form a
single Series with:

(d)
Date on which the Covered Not Applicable
Bonds will be consolidated and
form a single Series with the
Series specified above:
3.
Specified Currency or Currencies:
Euro ("EUR" or "")
131267-4-3056-v4.0
- 1 -
70-40546012



Execution Version
4.
Money Market Covered Bonds:
No
5.
Do the Covered Bonds have the benefit No
of remarketing arrangements:
6.
Aggregate Nominal Amount of

Covered Bonds admitted to trading:
(a)
Series:
1,000,000,000
(b)
Tranche:

1,000,000,000
7.
Issue Price:
99.444 per cent. of the aggregate nominal
amount
8.
(a)
Specified Denominations:
100,000 and integral multiples of 1,000
in excess thereof up to and including
199,000. No Covered Bonds in definitive
form will be issued with a denomination
above 199,000
(b)
Calculation Amount:
1,000
9.
(a)
Issue Date:
26 November 2013
(b)
Interest Commencement Date:
Issue Date
10.
(a)
Final Maturity Date:
26 November 2020
(b)
Extended Due for Payment 26 November 2021
Date of Guaranteed Amounts
corresponding to the Final
Redemption Amount under the
Covered Bond Guarantee:
11.
Interest Basis:
1.625 per cent. Fixed Rate from and
including the Issue Date to but excluding
the Final Maturity Date
(Further particulars specified at 13. below)
12.
Redemption/Payment Basis:
Redemption at par

13.
Change of Interest Basis or
From and including the Final Maturity
Redemption/Payment Basis:
Date the following Interest provisions
apply:


Interest Basis: Applicable from and
including the Final Maturity Date to but
excluding the Extended Due for Payment
Date: 1 month EURIBOR + 0.21 per cent.
131267-4-3056-v4.0
- 2 -
70-40546012



Execution Version
per month Floating Rate


Interest Payment Dates: 26th day of each
month, from but excluding the Final
Maturity Date to and including the
Extended Due for Payment Date


Interest Period: The period from and
including the Final Maturity Date, or as the
case may be an Interest Payment Date, to
but excluding the next following Interest
Payment Date


Modified Following Business Day
Convention


Business Days: London, a day on which
TARGET2 System is open


Day Count Fraction: Actual/360 (adjusted)


Interest Determination Dates: The second
day on which the TARGET2 system is
open prior to the start of each Interest
Period


Screen Rate Determination Relevant
Screen Page: Reuters EURIBOR01
14.
Put/Call Options:
Not Applicable
15.
(a)
Status of the Covered Bonds:
Senior
(b)
Status of the Guarantees:
Senior
16.
Method of distribution:
Syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
17.
Fixed Rate Covered Bond Provisions: Applicable

(a)
Rate(s) of Interest:
1.625 per cent. per annum payable annually

(b)
Interest Payment Date(s):
26 November in each year up to and
including the Final Maturity Date

(c)
Business Day Convention:
Following Business Day Convention
(d)
Business
Day(s):
London
Additional
Business
Centre(s):
A
day on which TARGET2 System is open
131267-4-3056-v4.0
- 3 -
70-40546012