Obligation Santander UK Holdings PLC 3.571% ( US80281LAF22 ) en USD

Santander UK Holdings PLC

100 % ▼

Royaume-Uni

US80281LAF22 ( en USD )

3.571% par an ( paiement semestriel )

09/01/2023 - Obligation échue

Prospectus brochure de l'obligation Santander UK Group Holdings PLC US80281LAF22 en USD 3.571%, échue

200 000 USD

1 000 000 000 USD

80281LAF2

BBB ( Qualité moyenne inférieure )

Santander UK Group Holdings PLC est une banque de détail britannique, filiale de Banco Santander, offrant une large gamme de services financiers aux particuliers et aux entreprises, notamment des comptes courants, des prêts hypothécaires, des cartes de crédit et des services de gestion de patrimoine.

L'obligation Santander UK Group Holdings PLC (ISIN : US80281LAF22, CUSIP : 80281LAF2), émise au Royaume-Uni pour un montant total de 1 000 000 000 USD, avec un prix actuel de marché de 100%, un taux d'intérêt de 3,571%, une taille minimale d'achat de 200 000 USD, une maturité au 09/01/2023, une fréquence de paiement semestrielle, a atteint sa maturité et a été remboursée ; elle était notée BBB par Standard & Poors et NR par Moody's.

424B5 1 a2230604z424b5.htm 424B5
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TABLE OF CONTENTS
TABLE OF CONTENTS
Table of Contents
CALCULATION OF REGISTRATION FEE

Maximum
Maximum
Amount to be
Offering Price Per
Aggregate Offering
Amount of
Class of Securities Offered

Registered

Unit

Price

Registration Fee(1)

3.571% Notes due 2023

$1,000,000,000
100.000%

$1,000,000,000
$115,900.00

(1)
The registration fee is calculated in accordance with Rule 457(r) under the Securities Act of 1933.
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-207355
PROSPECTUS SUPPLEMENT
(To Prospectus dated October 9, 2015)
Santander UK Group Holdings plc
$1,000,000,000 3.571% Notes due 2023
The 3.571% Notes due January 10, 2023, which we refer to as the "notes," will bear interest at a rate of 3.571% per year. We will pay interest on the notes each January 10 and
July 10, and on the maturity date of the notes, commencing on July 10, 2017.
Unless we redeem the notes earlier, the notes will mature on January 10, 2023. There is no sinking fund for the notes.
We may redeem the notes, at our option, in whole, but not in part, on January 10, 2022, at a redemption price equal to 100% of the principal amount of the notes, plus accrued and
unpaid interest thereon to, but excluding, the redemption date. We may also redeem all but not some of the notes at any time at 100% of their principal amount plus accrued interest if certain
tax events described in this prospectus supplement and the accompanying prospectus occur.
The notes will be issued in denominations of $200,000 and in multiples of $1,000 in excess thereof. The notes will constitute our direct, unconditional, unsecured and unsubordinated
obligations ranking pari passu, without preference among themselves, with all our other outstanding unsecured and unsubordinated obligations, present and future, except such obligations as are
preferred by operation of law.
Notwithstanding any other term of the notes, the indenture or any other agreements, arrangements, or understandings between Santander UK Group Holdings plc (the
"Issuer") and any holder of notes, by its acquisition of the notes, each holder of notes (including each holder of a beneficial interest in the notes) acknowledges, accepts, agrees to be
bound by and consents to: (a) the effect of the exercise of the UK bail-in power (as defined below) by the relevant UK resolution authority (as defined below) whether or not
imposed with prior notice, that may include and result in any of the following, or some combination thereof: (i) the reduction of all, or a portion, of the Amounts Due (as defined
below); (ii) the conversion of all, or a portion, of the Amounts Due on the notes into shares, other securities or other obligations of the Issuer or another person (and the issue to or
conferral on the holders of notes of such shares, securities or obligations), including by means of an amendment, modification or variation of the terms of the notes; (iii) the
cancellation of the notes; (iv) the amendment or alteration of the maturity of the notes or amendment of the amount of interest payable on the notes, or the date on which the
interest becomes payable, including by suspending payment for a temporary period; and (b) the variation of the terms of the notes, if necessary, to give effect to the exercise of the
UK bail-in power by the relevant UK resolution authority.
For these purposes, "Amounts Due" are the principal amount of, and accrued but unpaid interest, including any Additional Amounts due on, the notes. References to
principal and interest will include payments of principal and interest that have become due and payable but which have not been paid, prior to the exercise of any UK bail-in power
by the relevant UK resolution authority.
As used in this prospectus supplement, the "UK bail-in power" is any write-down, conversion, transfer, modification, or suspension power existing from time to time under,
and exercised in compliance with, any laws, regulations, rules or requirements in effect in the United Kingdom, relating to the transposition of Directive 2014/59/EU establishing a
framework for the recovery and resolution of credit institutions and investment firms as amended from time to time ("BRRD"), including but not limited to the UK Banking Act
2009, as the same may be amended from time to time, including by the Financial Services (Banking Reform) Act 2013, and the instruments, rules and standards created thereunder,
pursuant to which: (i) any obligation of a regulated entity (as defined below) (or other affiliate of such regulated entity) can be reduced, cancelled, modified, or converted into shares,
other securities, or other obligations of such regulated entity or any other person (or suspended for a temporary period); and (ii) any right in a contract governing an obligation of a
regulated entity may be deemed to have been exercised.
A reference to a "regulated entity" is to any BRRD undertaking as such term is defined under the PRA Rulebook promulgated by the United Kingdom Prudential Regulation
Authority, as amended from time to time, which includes, certain credit institutions, investment firms, and certain of their parent or holding companies and a reference to the
"relevant UK resolution authority" is to the Bank of England or any other authority with the ability to exercise a UK bail-in power.
By its acquisition of the notes, each holder of the notes (including each holder of a beneficial interest in the notes), to the extent permitted by the Trust Indenture Act of
1939, will waive any and all claims, in law and/or in equity, against the trustee for, agree not to initiate a suit against the trustee in respect of, and agree that the trustee will not be
liable for, any action that the trustee takes, or abstains from taking, in either case in accordance with the exercise of the UK bail-in power by the relevant UK resolution authority
with respect to the notes.
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We intend to apply to list the notes on the New York Stock Exchange or another recognized securities exchange; however, there can be no assurance that the notes will be so listed by
the time the notes are delivered to purchasers or that the listing will be granted.
See "Risk Factors" beginning on page S-5 of this prospectus supplement and beginning on page 9 of the accompanying prospectus to read
about factors you should consider before investing in the notes.
Neither the Securities and Exchange Commission (the "Commission") nor any state securities commission has approved or disapproved of these securities or determined if
this prospectus supplement or the accompanying prospectus to which it relates is truthful or complete. Any representation to the contrary is a criminal offense.
The notes are not savings accounts, deposits or other obligations of a bank and are not insured by the FDIC or any other governmental agency or instrumentality of the
United States, the United Kingdom or any other jurisdiction.

Proceeds
Underwriting
(before expenses)

Price to Public

Discount

to Issuer

Per note

100.000%

0.350%

99.650%

Total

$1,000,000,000

$3,500,000

$996,500,000

Interest on the notes will accrue from the date of issuance, which is expected to be January 10, 2017.
The underwriters expect to deliver the notes to purchasers in book-entry form only through the facilities of The Depository Trust Company, or "DTC," for the accounts of its
participants, including Clearstream Banking, société anonyme, or "Clearstream," and Euroclear Bank S.A./N.V., or "Euroclear," on or about January 10, 2017.
Joint Book-Running Managers
BofA Merrill Lynch
Deutsche Bank Goldman, Sachs & Co. Santander Wells Fargo
Securities
Securities

January 3, 2017
Table of Contents
TABLE OF CONTENTS

Page

Prospectus Supplement

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
S-1

SUMMARY
S-2

RISK FACTORS
S-5

USE OF PROCEEDS
S-6

CAPITALIZATION
S-7

DESCRIPTION OF THE NOTES
S-10

TAX CONSIDERATIONS
S-14

UNDERWRITING
S-16

CONFLICTS OF INTEREST
S-17

VALIDITY OF NOTES
S-25

EXPERTS
S-25

Base Prospectus

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ABOUT THIS PROSPECTUS

2

LIMITATIONS ON ENFORCEMENT OF U.S. LAWS

3

WHERE YOU CAN OBTAIN MORE INFORMATION

3

FORWARD-LOOKING STATEMENTS MAY NOT BE ACCURATE

4

DESCRIPTION OF THE ISSUER

7

RISK FACTORS

9

USE OF PROCEEDS

13

DESCRIPTION OF THE DEBT SECURITIES

14

CERTAIN TAX CONSIDERATIONS

28

PLAN OF DISTRIBUTION

35

LEGAL OPINIONS

37

EXPERTS

37
S-i
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We are responsible for the information contained and incorporated by reference in this prospectus supplement and the accompanying prospectus
and in any related free-writing prospectus we prepare or authorize. We have not, and the underwriters have not, authorized anyone to give you any other
information, and we and the underwriters take no responsibility for any other information that others may give you. This prospectus supplement and the
accompanying prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the notes to which they relate or
an offer to sell or the solicitation of an offer to buy such notes by any person in any circumstances in which such offer or solicitation is unlawful.
Neither the delivery of this prospectus supplement and the accompanying prospectus nor any sale made hereunder shall, under any circumstances, create
any implication that there has been no change in our affairs since the date of this prospectus supplement or that the information contained in this
prospectus supplement and the accompanying prospectus is correct as of any time subsequent to its date.
The distribution or possession of this prospectus supplement and the accompanying prospectus in or from certain jurisdictions may be restricted by
law. You should inform yourself about and observe any such restrictions, and neither we nor any of the underwriters accepts any liability in relation to
any such restrictions. See "Underwriting."
S-ii
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We file reports and other information with the Commission. The Commission allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference
is considered to be part of this prospectus supplement and the accompanying prospectus. Certain later information that we file with the Commission will
automatically update and supersede this information and any information so updated and superseded shall not be deemed, except as so updated or
superseded, to constitute part of the registration statement or this prospectus supplement. We incorporate by reference the following documents:
·
our annual report on Form 20-F for the year ended December 31, 2015, filed with the Commission on March 4, 2016 (SEC File
No. 001-37595) (the "Annual Report on Form 20-F"),
·
our report on Form 6-K furnished on April 29, 2016 (SEC File No. 001-37595),
·
our report on Form 6-K furnished on August 18, 2016 (SEC File No. 001-37595) (the "Half Year Report on Form 6-K"),
·
our report on Form 6-K furnished on October 28, 2016 (SEC File No. 001-37595),
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·
our report on Form 6-K furnished on December 22, 2016 (SEC File No. 001-37595),
·
our report on Form 6-K furnished on January 3, 2017 (SEC File No. 001-37595),
·
any future filings on Form 20-F made with the Commission under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), after the date of this prospectus supplement and prior to the termination of the offering of the securities offered by this prospectus
supplement, and
·
any future reports on Form 6-K that we furnish to the Commission after the date of this prospectus supplement and prior to the
termination of the offering of securities offered by this prospectus supplement that are identified in such reports as being incorporated by
reference in this prospectus supplement but only to the extent identified in such reports.
You may read and copy any materials we file at the Commission's Public Reference Room at 100 F Street, N.E., Washington D.C. 20549. Please
call the Commission at (800) SEC-0330 for further information about the Public Reference Room. Our filings with the Commission are also available
at http://sec.gov. In addition, you may request a copy of these documents at no cost to you, by writing to or telephoning us at the following address:
Secretariat, Santander UK plc, 2 Triton Square, Regent's Place, London NW1 3AN, England, telephone: +44 870 607 6000.
Website: http://www.santander.co.uk/uk/about-santander-uk/investor-relations. The information on, or that can be accessed through, our website is not
part of this prospectus supplement or the accompanying prospectus.
S-1
Table of Contents
SUMMARY
This summary highlights selected information from this prospectus supplement, the accompanying prospectus and the documents incorporated by
reference and does not contain all of the information that may be important to you. You should carefully read this entire prospectus supplement, the
accompanying prospectus and the documents incorporated by reference. As used in this prospectus supplement, the terms "we," "our" and "us" refer to
Santander UK Group Holdings plc and its consolidated subsidiaries unless the context requires otherwise.
The Offering
Notes

$1,000,000,000 principal amount of notes.
Issuer

Santander UK Group Holdings plc.
Maturity date

The notes will mature on January 10, 2023.
Interest rate

The notes will bear interest at a rate of 3.571% per year.
Interest payment dates

Each January 10 and July 10, and on the maturity date of the notes, commencing July 10,
2017. If an interest payment date or redemption date, or the maturity date, as the case may
be, for the notes would fall on a Saturday, Sunday, a legal holiday or a day on which
banking institutions in the City of New York or London, England are authorized or
required by law, regulation or executive order to close, then the interest payment date,
redemption date or maturity date, as the case may be, will be postponed to the next
succeeding business day, but no additional interest shall accrue and be paid unless we fail
to make payment on such next succeeding business day.
Regular record dates for interest

The fifteenth calendar day (whether or not a business day) preceding the related interest
payment date.
Calculation of interest

Interest on the notes will be calculated on the basis of a 360-day year consisting of twelve
30-day months.
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Optional redemption

We may redeem the notes, at our option, in whole, but not in part, on January 10, 2022, at
a redemption price equal to 100% of the principal amount of the notes, plus accrued and
unpaid interest thereon to, but excluding, the redemption date. See "Description of the
Notes--Optional Redemption" in this prospectus supplement.
CUSIP / ISIN

80281LAF2/US80281LAF22
Denominations

The notes will be issued only in book-entry form, in minimum denominations of $200,000
and integral multiples of $1,000 in excess thereof.
Ranking

The notes will constitute our direct, unconditional, unsecured and unsubordinated
obligations ranking pari passu, without preference among themselves, with all our other
outstanding unsecured and unsubordinated obligations, present and future, except such
obligations as are preferred by operation of law.
S-2
Table of Contents
Payment of additional amounts
Subject to certain exceptions, if we are required to withhold or deduct any amount for or on
account of any U.K. withholding tax from any payment made on the notes, we will pay
additional amounts on those payments so that the amount received by holders of the notes
will equal the amount that would have been received if no such taxes had been applicable.
See "Description of the Notes--Additional Amounts" in this prospectus supplement and
"Description of the Debt Securities--Covenants" in the accompanying prospectus.
Tax redemption
In the event of various tax law changes that require us to pay additional amounts and other
limited circumstances as described under "Description of the Debt Securities--
Redemption" in the accompanying prospectus we may redeem all but not some of the notes
prior to maturity.
Repayment
The notes will not be subject to repayment at the option of the holder prior to maturity.
Agreement with respect to the exercise of UK bail-in
By its acquisition of the notes, each holder of notes (including each holder of a beneficial
power
interest in the notes) acknowledges, accepts, agrees to be bound by and consents to the
exercise of the UK bail-in power by the relevant UK resolution authority. See "Description
of the Debt Securities--Agreement with Respect to the Exercise of UK Bail-in Power" in
the accompanying prospectus.
Repayment of Amounts Due after exercise of UK bail-in No Amounts Due on the notes will become due and payable or be paid after the exercise of
power
any UK bail-in power by the relevant UK resolution authority if and to the extent such
Amounts Due have been reduced, converted, cancelled, amended or altered as a result of
such exercise.
Sinking fund
None.
Book-entry issuance, settlement and clearance
We will issue the notes as global notes in book-entry form registered in the name of DTC
or its nominee. The sale of the notes will settle in immediately available funds through
DTC. Investors may hold interests in a global note through organizations that participate,
directly or indirectly, in the DTC system. Those organizations will include Clearstream and
Euroclear in Europe.
Governing law
The notes and the indenture will be governed by the laws of the State of New York.
S-3
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Conflicts of interest

Santander Investment Securities Inc. is an affiliate of the Issuer and, as such, the offering is
being conducted in compliance with Rule 5121 of the Financial Industry Regulatory
Authority ("FINRA") addressing "conflicts of interest" as defined in that rule. See
"Underwriting--Conflicts of Interest" in this prospectus supplement.
Further issuances

We may, without the consent of the holders of the notes, issue additional notes having the
same ranking and same interest rate, maturity date, redemption terms and other terms as the
notes described in this prospectus supplement except for the price to the public and issue
date; provided however that such additional notes must be either treated as part of the same
issue of debt instruments for U.S. federal income tax purposes or be issued with an issue
price that is no less than the adjusted issue price of the notes at the time of the issuance of
such notes for U.S. federal income tax purposes. See "Description of the Notes--Further
Issuances" in this prospectus supplement.
Listing

We intend to apply to list the notes on the New York Stock Exchange or another
recognized securities exchange; however, there can be no assurance that the notes will be
so listed by the time the notes are delivered to purchasers or that the listing will be granted.
Use of proceeds

We intend to use the net proceeds from the sale of the notes for our general corporate
purposes.
Paying Agent and Trustee

Wells Fargo Bank, National Association.
Recent Developments
On December 22, 2016, we announced that the Board of Santander UK Group Holdings plc (the "Board") had approved a revised business model
and legal entity structure to comply with the ring-fencing requirements in the UK (specifically, the Banking Reform Act), which must be implemented
by January 1, 2019. In this context, and in light of the changeable macro environment, the Board concluded that we could provide greater certainty for
our customers with a 'wide' ring-fence structure, rather than the 'narrow' ring-fence originally envisaged. Under this revised model Santander UK plc,
the ring-fenced bank, will serve our retail, commercial and corporate customers. Abbey National Treasury Services plc will no longer constitute the non
ring-fenced bank. Its activities will be revised as part of the new ring-fencing model. We intend to complete all necessary actions to implement ring-
fencing well in advance of the legislative implementation deadline of January 1, 2019. Implementation remains subject to regulatory and court
approvals and various other authorizations.
S-4
Table of Contents
RISK FACTORS
The Annual Report on Form 20-F and the Half Year Report on Form 6-K, each of which is incorporated by reference in this prospectus supplement
and the accompanying prospectus, include, beginning on page 329 of the Annual Report on Form 20-F and beginning on page 91 of the Half Year
Report on Form 6-K, extensive risk factors relating to our business. You should carefully consider those risks and the risks described in the
accompanying prospectus beginning on page 9, as well as the other information included or incorporated by reference into this prospectus supplement
and the accompanying prospectus, before making a decision to invest in the notes.
S-5
Table of Contents
USE OF PROCEEDS
We estimate the net proceeds from the sale of the notes to be approximately $995,953,268 after deducting underwriting discounts and expenses of
the offering. We intend to use the net proceeds for general corporate purposes.
S-6
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Table of Contents
CAPITALIZATION
The following table sets forth our unaudited consolidated capitalization (including short-term debt) as of June 30, 2016, on an actual basis and on
an as adjusted basis to give effect to the sale of the notes.
As of

June 30, 2016

Actual
As Adjusted(1)

£m

£m

Indebtedness:

Debt securities in issue
53,870
54,684
Subordinated liabilities

4,214
4,214
?
?
?
?
?
?
?
?
Total indebtedness
58,084
58,898
?
?
?
?
?
?
?
?
Stockholders' equity

Share capital and other equity instruments

8,605
8,605
Retained earnings

6,373
6,373
Other reserves

772
772
?
?
?
?
?
?
?
?
Total equity
15,750
15,750
?
?
?
?
?
?
?
?
Non-controlling interest

395
395
?
?
?
?
?
?
?
?
Total capitalization
74,229
75,043
?
?
?
?
?
?
?
?
?
?
?
? ?
?
? ?
?
?
?
?
?
?
?
?
(1)
Adjusted to give effect to the net proceeds from the sale of the notes. The gross proceeds of the notes of $1,000 million
have been translated into pounds sterling at an exchange rate of $1.2238 as of January 3, 2017. Additionally, fees and
expenses of $4 million have been deducted.
Under IFRS, our £325 million sterling preference shares are classified as debt and are included, together with accrued interest, in subordinated
liabilities in the table above.
As of June 30, 2016, we had total liabilities and equity of £299,047 million, including deposits by banks of £11,675 million (including
£3,931 million classified as trading liabilities).
On June 24, 2014 and December 2, 2014, we issued £500 million and £300 million, respectively, of Perpetual Capital Securities to our immediate
parent company, Banco Santander, S.A, which are reflected in share capital and other equity instruments in the table above. On June 10, 2015, we
issued our first public issuance of £750 million of Fixed Rate Reset Perpetual Additional Tier 1 Capital Securities, which are reflected in share capital
and other equity instruments in the table above.
As of June 30, 2016, we had contingent liabilities including guarantees arising in the normal course of business totaling £42,862 million, consisting
of guarantees given to third parties of £1,579 million and formal standby facilities, credit lines and other commitments of £41,283 million.
The debt securities in issue listed in the above table exclude retained issuances (notes held by Santander UK plc). They include:
a)
£3,603 million of medium term notes issued by Holmes Master Issuer plc under its Residential Mortgage-Backed Securities Program and
£3,737 million of medium term notes issued by Fosse Master Issuer plc under its Residential Mortgage-Backed Securities Program (the
"Holmes and Fosse notes"). The Holmes and Fosse notes are ultimately secured, under the respective Program, on a share of residential
mortgages originated by Santander UK plc (and, in the case of Fosse, also originated by Alliance & Leicester plc). Under IFRS,
indebtedness under the Holmes and Fosse notes is required to be included within our indebtedness in the
S-7
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table above, notwithstanding that neither the Issuer nor any of its subsidiaries is required to support such indebtedness.
b)
£618 million of medium term notes issued by Motor 2014-1 plc and Motor 2015-1 plc (such notes known as the "Motor notes"). The
Motor notes are ultimately secured on two corresponding portfolios of auto loan receivables (for Motor 2014-1 plc and Motor 2015-1 plc
respectively) originated by Santander Consumer (UK) plc. Under IFRS, indebtedness under the Motor notes is required to be included
within our indebtedness in the table above, notwithstanding that neither the Issuer nor any of its subsidiaries is required to support such
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indebtedness.
c)
£1,205 million of medium term notes issued by Auto ABS UK Loan plc.
d)
£18,268 million of covered bonds issued under the Euro 35 billion Global Covered Bond Program by Abbey National Treasury
Services plc and guaranteed by Santander UK plc and Abbey Covered Bonds LLP. The guarantee of Abbey Covered Bonds LLP is
secured on a portfolio of residential mortgages originated by Santander UK plc. Effective June 1, 2016, Santander UK plc has been
substituted in place of Abbey National Treasury Services plc as the principal and sole obligor under this Program.
e)
£11,898 million of euro medium term notes issued under the $30 billion Euro Medium Term Note Program ("EMTN program") by
Abbey National Treasury Services plc and guaranteed by Santander UK plc. Effective June 1, 2016, Santander UK plc has been
substituted in place of Abbey National Treasury Services plc as the principal and sole obligor under this EMTN program.
f)
£809 million of euro medium term notes issued under the Santander UK Group Holdings plc 30 billion EMTN program. The notes are
direct, unsecured and unconditional obligations of the Issuer.
g)
£1,517 million of notes issued by Santander UK Group Holdings plc and registered with the Commission.
h)
£7,022 million of notes issued by Abbey National Treasury Services plc (and guaranteed by Santander UK plc) and registered with the
Commission. Effective June 1, 2016, Santander UK plc has been substituted in place of Abbey National Treasury Services plc as the
principal and sole obligor under these notes.
i)
£2,355 million of commercial paper issued under the $20 billion Commercial Paper Program by Abbey National North America LLC and
Abbey National Treasury Services plc, US Branch, guaranteed by Santander UK plc.
j)
£2,839 million of certificates of deposit issued by Abbey National Treasury Services plc and guaranteed by Santander UK plc.
The following sets out material transactions since June 30, 2016 through November 30, 2016:
As of November 30, 2016, we had debt securities in issue totaling £54,587 million, excluding retained issuances. This increase in debt securities in
issue as compared to June 30, 2016 resulted predominantly from issuances of debt securities and the effects of changes in foreign exchange rates, offset
by maturities.
There were no new issuances of Holmes and Fosse notes and maturities totaling £1,854 million. There were £506 million new issuances of covered
bonds and maturities totaling £2,427 million. There were no new issuances of Motor notes and maturities totaling £263 million.
S-8
Table of Contents
There were no new issuances of notes by Auto ABS UK Loans plc and maturities totaling £7 million.
There were no new issuances under the EMTN program and maturities totaling £1,320 million. There were new issuances of £847 million and no
maturities under the Santander UK Group Holdings plc 30 billion EMTN program.
There were £1,148 million new issuances and no maturities of Santander UK Group Holdings plc debt registered with the Commission. There were
no new issuances or maturities of debt issued by Abbey National Treasury Services plc (and guaranteed by Santander UK plc), registered with the
Commission. Effective June 1, 2016, Santander UK plc has been substituted in place of Abbey National Treasury Services plc as the principal and sole
obligor under these notes.
There were £11,085 million new issuances of certificates of deposits and maturities of £8,641 million. There were £4,449 million new issuances
and maturities of £4,041 million in relation to commercial paper.
As of November 30, 2016, we had contingent liabilities of £41,985 million. This decrease in contingent liabilities as compared to June 30, 2016 is
due to a decrease in standby facilities of £970 million offset by an increase in guarantees to third parties of £93 million.
As of November 30, 2016, we had subordinated liabilities totaling £4,296 million.
In addition, on December 15, 2016, £299.66 million of medium term notes (excluding retained issuances) were issued by Motor 2016-1 plc.
Save as disclosed above, there has been no significant change in our contingent liabilities (including guarantees), total capitalization and
indebtedness since June 30, 2016.
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DESCRIPTION OF THE NOTES
The following description of the particular terms of the notes offered by this prospectus supplement adds information to the description of the
general terms and provisions of debt securities under the heading "Description of the Debt Securities" beginning on page 14 of the accompanying
prospectus. If there is any inconsistency between the following summary and the description in the accompanying prospectus, the following summary
governs.
For the avoidance of doubt, each reference to "holder," "holders" and "you" will be deemed to include the beneficial owners of the notes.
General
We will issue the notes pursuant to an indenture, dated October 9, 2015, between the Issuer and Law Debenture Trust Company of New York
("Law Debenture"), as supplemented and amended by the third supplemental indenture, dated August 5, 2016, between the Issuer and Law Debenture,
and as supplemented and amended by the fourth supplemental indenture expected to be entered into on January 10, 2017, between the Issuer, Law
Debenture and Wells Fargo Bank, National Association, as trustee in relation to the notes offered by this prospectus supplement (as amended and
supplemented, the "indenture"). For the purpose of the notes offered by this prospectus supplement only, references to "the trustee" or the "paying
agent" in this prospectus supplement and the accompanying prospectus are deemed to refer to Wells Fargo Bank, National Association, in its capacity as
such under the indenture in relation to the notes. The notes will be a series of our debt securities. We will issue the notes in the aggregate principal
amount of $1,000,000,000. The notes will mature on January 10, 2023. We will issue the notes only in book-entry form, in minimum denominations of
$200,000 and integral multiples of $1,000 in excess thereof.
The trustee makes no representations, and will not be liable with respect to, the information set forth in this prospectus supplement.
Interest Payments
The notes will bear interest at a rate of 3.571% per year. The notes will accrue interest from and including January 10, 2017, or from and including
the most recent date to which interest has been paid (or provided for), to but excluding the next date upon which interest is required to be paid.
Interest will be payable on the notes twice a year, on January 10 and July 10, and on the maturity date of the notes, commencing July 10, 2017 to
the person in whose name the notes are registered at the close of business on the fifteenth calendar day, whether or not a business day, that precedes the
applicable date on which interest will be paid. Interest on the notes will be paid on the basis of a 360-day year consisting of twelve 30-day months.
"Business day" means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in the City of
New York or London, England are authorized or required by law, regulation or executive order to close.
If the interest payment date or redemption date, or the maturity date, for the notes would fall on a day that is not a business day, then the interest
payment date or redemption date, or the maturity date, as the case may be, will be postponed to the next succeeding business day, but no additional
interest shall accrue and be paid unless we fail to make payment on such next succeeding business day.
Optional Redemption
We may redeem the notes, at our option, in whole, but not in part, on January 10, 2022, at a redemption price equal to 100% of the principal
amount of the notes, plus accrued and unpaid interest thereon to, but excluding, the redemption date.
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If we elect to redeem the notes, we will provide notice in writing by first class mail, postage prepaid, to each holder of the notes, at least 30 days
but not more than 60 days prior to the redemption date specified in the notice.
The notice of redemption will state:
·
the redemption date;
·
the redemption price;
·
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that on the redemption date the redemption price will become due and payable upon each of the notes and that interest thereon will cease
to accrue on or after the said date;
·
the place or places where the notes are to be surrendered for payment of the redemption price; and
·
the CUSIP and ISIN numbers of the notes.
Notwithstanding the foregoing, if the notes are held in book-entry form through DTC, we may give such notice in any manner permitted or required
by DTC.
Unless we default in payment of the redemption price, on and after the redemption date interest shall cease to accrue on the notes.
Additional Amounts
The paragraphs in "Description of the Debt Securities--Additional Amounts" in the accompanying prospectus are hereby replaced in their entirety
by the following:
Amounts to be paid on any series of debt securities, including the notes, will be made without deduction or withholding for, or on account
of, any and all present and future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or withholdings now or
hereafter imposed, levied, collected, withheld or assessed by or on behalf of the country in which we are organized or any political subdivision
or authority thereof or therein having the power to tax (the "taxing jurisdiction"), unless such deduction or withholding is required by fiscal or
other laws, regulations and directives. If at any time a taxing jurisdiction requires us to make such deduction or withholding, we will pay
additional amounts with respect to the principal of, interest and any other payments on, the debt securities ("Additional Amounts") that are
necessary in order that the net amounts paid to the holders of those debt securities, after the deduction or withholding, shall equal the amounts
which would have been payable on that series of debt securities if the deduction or withholding had not been required. However, this will not
apply to any such amount that would not have been payable or due but for the fact that:
·
the holder or the beneficial owner of the debt securities is a domiciliary, national or resident of, or engaging in business or
maintaining a permanent establishment or physically present in, a taxing jurisdiction or otherwise having some connection with
the taxing jurisdiction other than the holding or ownership of a debt security, or the collection of any payment of, or in respect of,
principal of, or any interest or other payment on, any debt security of the relevant series;
·
except in the case of a winding up in the UK, the relevant debt security is presented (where presentation is required) for payment
in the UK;
·
the relevant debt security is presented (where presentation is required) for payment more than 30 days after the date payment
became due or was provided for, whichever is later, except to the extent that the holder would have been entitled to the
Additional Amounts on presenting the debt security for payment at the close of that 30 day period;
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·
the holder or the beneficial owner of the relevant debt security or the beneficial owner of any payment of or in respect of
principal of, or any interest or other payment on, the debt security failed to comply with a request by us or our liquidator or other
authorized person addressed to the holder (x) to provide information concerning the nationality, residence or identity of the
holder or the beneficial owner or (y) to make any declaration or other similar claim to satisfy any information requirement,
which, in the case of (x) or (y) is required or imposed by a statute, treaty, regulation or administrative practice of a taxing
jurisdiction as a precondition to exemption from all or part of the tax, assessment or other governmental charge; or
·
any combination of the above items;
nor shall Additional Amounts be paid with respect to the principal of, premium, if any, and any interest on, the debt securities to any holder
who is a fiduciary or partnership or settlor with respect to such fiduciary or a member of such partnership other than the sole beneficial owner of
such payment to the extent such payment would be required by the laws of any taxing jurisdiction to be included in the income for tax purposes
of a beneficiary or partner or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have
been entitled to such Additional Amounts, had it been the holder. For the avoidance of doubt, all payments in respect of the debt securities will
be made subject to any withholding or deduction required pursuant to any fiscal or other laws, regulations and directives, including FATCA, and
we shall not be required to pay Additional Amounts with respect to the principal of, interest and any other payments on, the debt securities on
account of any such deduction or withholding required pursuant to FATCA.
Whenever we refer in this prospectus supplement, in any context, to the payment of the principal of (and premium, if any) or interest or
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