Obligation Santanderio 2.875% ( US80283LAX10 ) en USD

Santanderio

100 % ▲

Royaume-Uni

US80283LAX10 ( en USD )

2.875% par an ( paiement semestriel )

17/06/2024 - Obligation échue

Prospectus brochure de l'obligation Santander US80283LAX10 en USD 2.875%, échue

200 000 USD

1 000 000 000 USD

80283LAX1

A ( Qualité moyenne supérieure )

A1 ( Qualité moyenne supérieure )

Santander est une banque multinationale espagnole offrant une large gamme de services financiers à travers le monde.

L'Obligation émise par Santanderio ( Royaume-Uni ) , en USD, avec le code ISIN US80283LAX10, paye un coupon de 2.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 17/06/2024

L'Obligation émise par Santanderio ( Royaume-Uni ) , en USD, avec le code ISIN US80283LAX10, a été notée A1 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Santanderio ( Royaume-Uni ) , en USD, avec le code ISIN US80283LAX10, a été notée A ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

https://www.sec.gov/Archives/edgar/data/1087711/00010474691900361...
424B5 1 a2239023z424b5.htm 424B5
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TABLE OF CONTENTS
TABLE OF CONTENTS
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-213861
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)
2.875% Notes due 2024
$1,000,000,000
99.626%
$996,260,000
$120,746.72
(1)
The registration fee is calculated in accordance with Rule 457(r) under the Securities Act of 1933.
PROSPECTUS SUPPLEMENT
(To Prospectus dated October 26, 2017)
Santander UK plc
$1,000,000,000 2.875% Notes due 2024
The 2.875% Notes due June 18, 2024, which we refer to as the "notes," will bear interest at a rate of 2.875% per year. We will pay interest on the notes each June 18 and
December 18, and on the maturity date of the notes, commencing on December 18, 2019.
Unless we redeem the notes earlier, the notes will mature on June 18, 2024. There is no sinking fund for the notes.
We may 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 and without preference among themselves, and will rank (subject to any applicable statutory provisions) at least equally with all
our other outstanding unsecured and unsubordinated obligations, present and future.
Notwithstanding any other term of the notes, the indenture or any other agreements, arrangements, or understandings between Santander UK 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
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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.
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 8 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.
Underwriting
Proceeds (before
Price to Public
Discount
expenses) to issuer
Per note
99.626%
0.300%
99.326%
Total
$996,260,000
$3,000,000
$993,260,000
Interest on the notes will accrue from the date of issuance, which is expected to be June 18, 2019.
We may use this prospectus supplement and the accompanying prospectus in the initial sale of the notes. In addition, Santander Investment Securities Inc. or another of
our affiliates may use this prospectus supplement and the accompanying prospectus in a market-making transaction in any of these notes after their initial sale. In connection
with any use of this prospectus supplement and the accompanying prospectus by Santander Investment Securities Inc. or another of our affiliates, unless we or our agent
informs the purchaser otherwise in the confirmation of sale, you may assume this prospectus supplement and the accompanying prospectus are being used in a market-making
transaction.
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 June 18, 2019.
Joint Book-Running Managers
BofA Merrill Lynch
J.P. Morgan
Santander
Wells Fargo Securities
June 11, 2019
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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-8
CAPITALIZATION
S-9
DESCRIPTION OF THE NOTES
S-12
TAX CONSIDERATIONS
S-15
UNDERWRITING (CONFLICTS OF INTEREST)
S-16
VALIDITY OF NOTES
S-22
EXPERTS
S-22
Base Prospectus
ABOUT THIS PROSPECTUS
1
LIMITATIONS ON ENFORCEMENT OF U.S. LAWS
1
WHERE YOU CAN OBTAIN MORE INFORMATION
2
FORWARD-LOOKING STATEMENTS MAY NOT BE ACCURATE
3
DESCRIPTION OF THE ISSUER
6
RISK FACTORS
8
USE OF PROCEEDS
12
DESCRIPTION OF THE DEBT SECURITIES
13
CERTAIN TAX CONSIDERATIONS
27
PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)
33
CONFLICTS OF INTEREST
34
LEGAL OPINIONS
36
EXPERTS
36
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MiFID II product governance / Professional investors and ECPs only target market
Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the notes has
led to the conclusion that: (i) the target market for the notes is eligible counterparties and professional clients only, each as defined in
Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the notes to eligible counterparties and
professional clients are appropriate. Any person subsequently offering, selling or recommending the notes (a "distributor") should take
into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for
undertaking its own target market assessment in respect of the notes (by either adopting or refining the manufacturers' target market
assessment) and determining appropriate distribution channels.
PRIIPs Regulation / Prohibition of sales to EEA retail investors
The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made
available to any retail investor in the European Economic Area (the "EEA"). For these purposes, a retail investor means a person who
is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of
Directive 2002/92/EC (as amended, the "Insurance Mediation Directive"), where that customer would not qualify as a professional
client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU)
No 1286/2014 (the "PRIIPs Regulation") for offering or selling the notes or otherwise making them available to retail investors in the
EEA has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the EEA
may be unlawful under the PRIIPs Regulation.
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."
Notice to Canadian Investors
Certain Relationships and Related Transactions
We are relying on an exemption based on U.S. disclosure under section 3A.3 of National Instrument 33-105 Underwriting
Conflicts from the requirement to provide disclosure with respect to "related issuer" or "connected issuer" relationships. Canadian
investors should refer to the section entitled "--Conflicts of Interest" for further information.
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Rights of Action for Damages or Rescission
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or
damages if an offering memorandum (including any amendment thereto) contains a misrepresentation, provided that the remedies for
rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's
province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or
territory for particulars of these rights or consult with a legal advisor.
Language of Documents
Upon receipt of this document, each Canadian investor hereby confirms that it has expressly requested that all documents
evidencing or relating in any way to the sale of the securities described herein (including for greater certainty any purchase
confirmation or any notice) be drawn up in the English language only. Par la réception de ce document, chaque investisseur canadien
confirme par les présentes qu'il a expressément exigé que tous les documents faisant foi ou se rapportant de quelque manière que ce
soit à la vente des valeurs mobilières décrites aux présentes (incluant, pour plus de certitude, toute confirmation d'achat ou tout avis)
soient rédigés en anglais seulement.
Bank Act (Canada)
The issuer is not a member institution of the Canada Deposit Insurance Corporation. The liability incurred by the issuer through
the issuance and sale of the notes is not a deposit. The issuer is not regulated as a financial institution in Canada.
Resale Restrictions
The distribution of the notes in Canada is being made on a private placement basis only and is exempt from the requirement that
we prepare and file a prospectus with the relevant Canadian securities regulatory authorities. Accordingly, any resale of the notes must
be made in accordance with applicable Canadian securities laws, which may require resales to be made in accordance with prospectus
and registration requirements, statutory exemptions from the prospectus and registration requirements or under a discretionary
exemption from the prospectus and registration requirements granted by the applicable Canadian securities regulatory authority. These
resale restrictions may under certain circumstances apply to resales of the notes outside of Canada. Canadian investors are advised to
seek legal advice prior to any resale of the notes, both within and outside of Canada.
We are not presently, and do not intend to become, a "reporting issuer", as such term is defined under applicable Canadian
securities laws, in any province or territory of Canada. Canadian investors are advised that the notes are not and will not be listed on
any stock exchange in Canada and that no public market presently exists or is expected to exist for the notes in Canada following this
offering. Canadian investors are further advised that the issuer is not required to file, and currently does not intend to file, a prospectus
or similar document with any securities regulatory authority in Canada qualifying the resale of the notes to the public in any province
or territory of Canada in connection with this offering. Accordingly, the notes may be subject to an indefinite hold period under
applicable Canadian securities laws unless resales are made in accordance with applicable prospectus requirements or pursuant to an
available exemption from such prospectus requirements.
Forward-Looking Information
This prospectus supplement and the accompanying prospectus may contain "forward-looking information" ("FLI") as such term is
defined under applicable Canadian securities laws. FLI is disclosure regarding possible events, conditions or results of operations that
is based on assumptions about future economic conditions and courses of action and includes future-oriented financial
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information ("FOFI") and information presented in the form of a "financial outlook" with respect to prospective results of operations,
financial position or cash flows that is presented either as a forecast or a projection. FOFI is FLI about prospective results of
operations, financial position or cash flows, based on assumptions about future economic conditions and courses of action, and
presented in the format of a historical balance sheet, income statement or cash flow statement. Similarly, a "financial outlook" is FLI
about prospective results of operations, financial position or cash flows that is based on assumptions about future economic conditions
and courses of action that is not presented in the format of a historical balance sheet, income statement or cash flow statement.
Canadian investors are advised that FLI is subject to a variety of risks, uncertainties and other factors that could cause actual
results to differ materially from expectations as expressed or implied within this prospectus supplement and the accompanying
prospectus. FLI reflects current expectations with respect to future events and is not a guarantee of future performance. Any FLI that
may be included or incorporated by reference within this prospectus supplement and the accompanying prospectus, including any
FOFI or "financial outlook", is presented solely for the purpose of conveying our current anticipated expectations and may not be
appropriate for any other purposes. Canadian investors are cautioned not to place undue reliance on any FLI that may be included or
incorporated by reference within this prospectus supplement and the accompanying prospectus and are advised that we are not
obligated to provide recipients of this prospectus supplement and the accompanying prospectus with information updating any such
FLI during any period that we are not a "reporting issuer" in any province or territory of Canada, other than as may be required under
applicable securities laws and/or as agreed to in contract. This offering is being made by a non-Canadian issuer using disclosure
documents prepared in accordance with non-Canadian securities laws. Prospective purchasers should be aware that these requirements
may differ significantly from those in Canada. Any FLI included or incorporated by reference within this prospectus supplement and
accompanying prospectus may not be accompanied by the disclosure and explanations that would be required of a Canadian issuer
under Canadian securities laws.
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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, 2018 filed with the Commission on March 11, 2019
(SEC File No. 001-14928) (the "Annual Report on Form 20-F"),
·
our report on Form 6-K furnished on April 30, 2019 (SEC File No. 001-14928),
·
our report on Form 6-K furnished on May 7, 2019 (SEC File No. 001-14928),
·
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.
Our filings with the Commission are 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
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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 plc and its consolidated subsidiaries
unless the context requires otherwise.
The Offering
Notes
$1,000,000,000 principal amount of notes.
Issuer
Santander UK plc.
Maturity date
The notes will mature on June 18, 2024.
Interest rate
The notes will bear interest at a rate of 2.875% per year.
Interest payment dates
Each June 18 and December 18, and on the maturity date
of the notes, commencing December 18, 2019. 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.
CUSIP / ISIN
80283L AX1 / US80283LAX10
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 and without preference among themselves, and will
rank (subject to any applicable statutory provisions) at
least equally with all our other outstanding unsecured and
unsubordinated obligations, present and future.
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S-2
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