Obligation Santander Britain 7.037% ( XS0124569566 ) en GBP

Santander Britain

100 % ⇌

Royaume-uni

XS0124569566 ( en GBP )

7.037% par an ( paiement annuel )

14/02/2022 - Obligation échue

Prospectus brochure de l'obligation Santander UK XS0124569566 en GBP 7.037%, échue

Santander UK est une banque de détail et une entreprise de services financiers au Royaume-Uni, filiale de la société bancaire espagnole Banco Santander.

L'Obligation émise par Santander Britain ( Royaume-uni ) , en GBP, avec le code ISIN XS0124569566, paye un coupon de 7.037% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 14/02/2022

Proof4:11.3.10
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are
in any doubt as to the action you should take in connection with this document or the
proposals contained in it, you are recommended to seek your own personal financial advice
immediately from your stockbroker, bank manager, accountant or other independent
financial adviser who, if you are taking advice in the United Kingdom, is authorised under
the Financial Services and Markets Act 2000 or, if you are taking advice in a territory
outside the United Kingdom, from an appropriately authorised financial adviser.
A copy of this document, being a prospectus relating to the New Santander UK Preference Shares
to be issued pursuant to the Preference Scheme and prepared in accordance with the Prospectus
Rules made under section 84 of the FSMA, has been filed with the FSA and is being and will be
made available to the public as required by rule 3.2 of the Prospectus Rules.
Investors should only rely on the information contained in this document and any documents
incorporated by reference. No person has been authorised to give any information or make any
representations other than those contained in this document and, if given or made, such
information or representation must not be relied upon as having been so authorised.
If you have sold or otherwise transferred all of your A&L Preference Shares, please send this
document together with the accompanying documents at once to the purchaser or transferee, or to
the stockbroker, bank or other agent through whom the sale or transfer was effected, for
transmission to the purchaser or transferee. However, such documents should not be forwarded or
transmitted in or into any jurisdiction in which such act would constitute a violation of the relevant
laws of such jurisdiction. If you have sold or otherwise transferred only part of your holding of A&L
Preference Shares, please consult the stockbroker, bank or other agent through whom the sale or
transfer was effected.
Santander UK plc
(incorporated with limited liability in England and Wales under the Companies Act 1985 with
registered number 2294747)
£300,002,000
Series A Fixed/Floating Rate Non-Cumulative Callable Preference Shares
Further information in relation to the Preference Scheme, including the action to be taken in
respect of the Court Meeting, the A&L General Meeting and the Preference Class Meeting, is set
out in the Preference Scheme Document. The Preference Scheme Document has been despatched
to A&L Preference Shareholders through the Clearing Systems and is also available for viewing on
the website of the Regulatory News Service operated by the London Stock Exchange plc (the
London Stock Exchange) at www.londonstockexchange.com. The Preference Scheme Document
does not form part of this Prospectus.
A&L announced on 25 February 2010 that, subject to FSA support and Court approval, it intends
to transfer its business to Santander UK later this year under Part VII of FSMA. As the A&L
Preference Shares will not transfer to Santander UK under the proposed Part VII Transfer, A&L
and Santander UK have agreed that the holders of A&L Preference Shares should be given the
opportunity to exchange their A&L Preference Shares for the New Santander UK Preference
Shares to be issued by Santander UK on substantially similar terms to the A&L Preference Shares.
The exchange is intended to be implemented by way of a scheme of arrangement under sections
895 to 899 of the Companies Act 2006 (the Preference Scheme). For the Preference Scheme to
become effective, A&L Preference Shareholders will need to vote in favour of the Preference
Scheme at the Court Meeting, the A&L General Meeting and the Preference Class Meeting, each
to be held at 2 Triton Square, Regent's Place, London NW1 3AN on 30 March 2010 (as further
described in Part I of this Prospectus (``Information about the Preference Scheme'') and the
Preference Scheme Document).

Under the terms of the Preference Scheme, subject to the satisfaction or, if permitted, waiver of
the Conditions set out in paragraph 7 of Part I of this document and Part 3 of the Preference
Scheme Document, A&L Preference Shareholders will receive:
For every A&L Preference Share
One New Santander UK Preference Share
The terms and conditions of the New Santander UK Preference Shares will be substantially similar
to the terms of the existing A&L Preference Shares. In particular in the period from (and including)
the Issue Date to (but excluding) 24 May 2010, a dividend of £62.22 will accrue in respect of each
New Santander UK Preference Share and, if declared, will be payable on 24 May 2010 in respect
of each New Santander UK Preference Share. The Preference Dividend in respect of each New
Santander UK Preference Share shall also include an amount (if any) equal to any dividend
exceeding £100 paid or declared on each Santander UK Ordinary Share in the period from (and
including) the Issue Date to (but excluding) 1 May 2010, if (and only if) Santander UK has repaid
all of its Parity Obligations on or prior to 1 May 2010.
Thereafter, non-cumulative preferential dividends will accrue on a principal amount equal to £1,000
per New Santander UK Preference Share at a rate of 6.222 per cent. per annum in respect of the
period from (and including) 24 May 2010 to (but excluding) 24 May 2019 (the First Call Date).
From (and including) the First Call Date and thereafter, non-cumulative preferential dividends will
accrue on the New Santander UK Preference Shares at a rate, reset quarterly, equal to 1.13 per
cent. per annum above LIBOR. From (and including) 24 May 2010 to (and including) the First Call
Date, dividends, if declared, will be paid annually in arrear on 24 May in each year. Subject as
provided herein, the first such dividend payment date will be 24 May 2011 and the last such
dividend payment date will be the First Call Date. From (but excluding) the First Call Date,
dividends, if declared, will be paid quarterly in arrear on 24 August, 24 November, 24 February
and 24 May in each year. Subject as provided herein, the first such dividend payment date will be
24 August 2019. See Part IV of this Prospectus (``Description of the New Santander UK Preference
Shares Dividends'').
The New Santander UK Preference Shares will be perpetual securities and have no maturity date.
Subject to the conditions described herein, Santander UK may, at its option, redeem the New
Santander UK Preference Shares in whole, but not in part, on the First Call Date or on each
Preference Dividend Payment Date thereafter. The amount payable on redemption will be an
amount of £1,000 per New Santander UK Preference Share and any Preference Dividends accrued
since the immediately preceding Preference Dividend Payment Date. If, at any time a Regulatory
Event occurs, the Company may, at its option, also redeem the New Santander UK Preference
Shares, in whole, but not in part, at a Make Whole Redemption Price, or substitute the New
Santander UK Preference Shares with Qualifying Non-Innovative Tier 1 Securities, in either case,
only if the FSA has indicated that it has no objection to such redemption or substitution (or if the
FSA has given its formal consent in respect of a redemption prior to the fifth anniversary of the
Issue Date) and Santander UK continues to satisfy its minimum regulatory capital adequacy
requirements on and following redemption or substitution. For further information, see the sections
titled ``Redemption'' and ``Substitution for Qualifying Non-Innovative Tier 1 Securities'' in Part IV of
this Prospectus on pages 40 to 41.
The New Santander UK Preference Shares will rank as regards participation in profits: (i) in priority
to ordinary shares in the capital of Santander UK and any other Junior Obligations; and (ii) pari
passu with each other and the Parity Obligations. Dividends may be paid on the Existing Parity
Obligations, regardless of whether or not the Board has exercised its discretion not to pay a
dividend on the New Santander UK Preference Shares. A summary of the rights attaching to the
New Santander UK Preference Shares is set out in the ``Description of the New Santander UK
Preference Shares'' section in Part IV of this Prospectus commencing on page 37.
Prospective investors should have regard to the factors described under the section headed
``Risk Factors'' in Part III of this Prospectus commencing on page 24.
The New Santander UK Preference Shares are expected to be assigned, on issue, a rating of A-
by Standard and Poor's, a rating of Baa3 by Moody's and a rating of A by Fitch. The A&L
Preference Shares are rated, as of the date of this Prospectus, A- by Standard and Poor's, B1 by
Moody's and A by Fitch. A credit rating is not a recommendation to buy, sell or hold securities and
may be subject to revision, suspension or withdrawal at any time by the relevant rating
organisation.
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Application will be made to the FSA in its capacity as competent authority (the UK Listing
Authority) under the FSMA for the New Santander UK Preference Shares to be admitted to the
official list of the UK Listing Authority (the Official List) and to the London Stock Exchange for the
New Santander UK Preference Shares to be admitted to trading on the London Stock Exchange's
regulated market (the Market). References to the New Santander UK Preference Shares being
``listed'' (and all related references) shall mean that such New Santander UK Preference Shares
have been admitted to the Official List and have been admitted to trading on the Market. The
Market is a ``regulated market'' for the purposes of Directive 2004/39/EC (the Markets in Financial
Instruments Directive).
12 March 2010
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Santander UK accepts responsibility for the information contained in this Prospectus. To the best of
the knowledge and belief of Santander UK (which has taken all reasonable care to ensure that
such is the case), the information contained in this Prospectus is in accordance with the facts and
does not omit anything likely to affect the import of such information.
A&L accepts responsibility for the information contained in this Prospectus set out (i) in the A&L
half yearly unaudited financial report of A&L for the six months ended 30 June 2009 and audited
consolidated annual financial statements of A&L for the financial years ended 31 December 2007
and 31 December 2008 (which are incorporated by reference in this Prospectus); (ii) in the ``Risk
Factors'' section in Part III of this Prospectus on pages 24 to 36 (insofar as it relates to the A&L
Group); (iii) under the heading ``Acquisitions Alliance & Leicester plc'' in Part VI of this
Prospectus on pages 47 to 48; (iv) under the heading ``Directors of Santander UK'' in Part VI of
this Prospectus on pages 52 to 53; (v) in the significant or material change statement and the
litigation
statement
under
the
headings
``Significant
or
Material
Change''
and
``Litigation''
respectively in Part X of this Prospectus on page 62 (insofar as it relates to the A&L Group); (vii)
under the heading ``Independent Auditors'' in Part X of this Prospectus on page 63 (insofar as it
relates to the A&L Group) (together, the A&L Information). To the best of the knowledge and
belief of A&L (which has taken all reasonable care to ensure that such is the case), the A&L
Information contained in this Prospectus is in accordance with the facts and does not omit anything
likely to affect the import of such information.
This Prospectus comprises a prospectus for the purposes of article 3 of the Prospectus Directive
and is to be read in conjunction with all documents which are deemed to be incorporated herein by
reference (see the section entitled ``Documents Incorporated by Reference'' on page 8 below). This
Prospectus shall be read and construed on the basis that such documents are so incorporated and
form part of this Prospectus.
In connection with the issue of the New Santander UK Preference Shares, no person other than
A&L in respect of the Preference Scheme Document is or has been authorised by Santander UK
to give any information or to make any representation not contained in or not consistent with this
Prospectus and any other information supplied in connection with Preference Scheme or New
Santander UK Preference Shares, and if given or made, such information or representation must
not be relied upon as having been authorised by Santander UK.
Neither this Prospectus nor any information supplied in connection with the issue of the New
Santander UK Preference Shares (i) is intended to provide the basis of any credit or other
evaluation or (ii) should be considered as a recommendation by Santander UK that any recipient of
this Prospectus or any other information supplied in connection with the New Santander UK
Preference Shares should subscribe for the New Santander UK Preference Shares. Each investor
contemplating purchasing or otherwise acquiring (within the Preference Scheme or otherwise) any
New Santander UK Preference Shares should make its own independent investigation of the
financial condition and affairs, and its own appraisal of the creditworthiness, of Santander UK.
Neither this Prospectus nor any other information supplied in connection with the issue of the New
Santander UK Preference Shares constitutes an offer of, or invitation by or on behalf of, Santander
UK to any person to subscribe for or to purchase or acquire any New Santander UK Preference
Shares.
The delivery of this Prospectus shall not, under any circumstances, imply that the information
contained herein concerning Santander UK or the Santander UK Group is correct at any time
subsequent to the date hereof or that any other information supplied in connection with the
Prospectus is correct as of any time subsequent to the date indicated in the document containing
the same.
No representation, warranty or undertaking, express or implied, is made and no responsibility or
liability is accepted by UBS Limited (the Financial Adviser) as to the accuracy or completeness of
the information contained or incorporated in this Prospectus or any other information provided by
Santander UK or A&L in connection therewith. The Financial Adviser does not accept any liability
in relation to the information contained or incorporated by reference in this Prospectus or any other
information provided by Santander UK or A&L in connection with the New Santander UK
Preference Shares or their distribution.
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IMPORTANT NOTICE
The distribution of this Prospectus in or into jurisdictions other than the United Kingdom may be
restricted by the laws of those jurisdictions and therefore persons into whose possession this
Prospectus comes should inform themselves about, and observe, any such restrictions. Failure to
comply with any such restrictions may constitute a violation of the relevant laws of any such
jurisdiction. This Prospectus does not constitute an offer or invitation to purchase or subscribe for
any securities or a solicitation of an offer to buy any securities pursuant to this Prospectus or
otherwise in any jurisdiction in which such offer or solicitation is unlawful.
This Prospectus has been prepared to comply with English law, the Prospectus Rules of the FSA
and the applicable rules of the UK Listing Authority and the London Stock Exchange and the
information disclosed may not be the same as that which would have been disclosed if this
Prospectus had been prepared in accordance with the laws and regulations of jurisdictions outside
England and Wales. This Prospectus, the Conditions and further terms set out in this Prospectus
and any non-contractual obligations, are governed by English law and are subject to the jurisdiction
of the English courts.
This document is not an offer of securities for sale in the United States. The New Santander UK
Preference Shares have not been and will not be registered under the U.S. Securities Act of 1933
as amended (the Securities Act), in reliance upon the exemption from the registration
requirements of the Securities Act provided by Section 3(a)(10) thereof. Further information for A&L
Preference Shareholders in the United States is set out in Part VIII (``Restrictions'') of this
Prospectus. Neither the U.S. Securities and Exchange Commission (the SEC) nor any state
securities commission of any state or other jurisdiction has approved or disapproved of
these securities or passed judgement upon the adequacy or accuracy of this document.
Any representation to the contrary is a criminal offence in the United States. The
information disclosed in this document is not the same as that which would have been
disclosed if this document had been prepared to comply with the registration requirements
of the Securities Act or in accordance with the laws and regulations of any other
jurisdiction.
Capitalised terms used in this Prospectus have the meanings given to them in Part XI
(``Definitions'').
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PRESENTATION OF FINANCIAL INFORMATION
The consolidated annual financial statements of Santander UK and A&L for the financial years
ended 31 December 2007 and 2008 were prepared in accordance with IFRS. The half yearly
unaudited financial reports of Santander UK and A&L for the six months ended 30 June 2009 were
prepared in accordance with International Accounting Standard 34. In the absence of authoritative
guidance under IFRS for accounting for transactions between entities under common control, the
transfer of A&L Ordinary Shares to Santander UK by Banco Santander effected on 9 January 2009
(as further described in Part VI under the heading ``Acquisitions Alliance & Leicester plc ''), has
been accounted for in a manner consistent with group reconstruction relief under UK GAAP. As a
result, the transfer of the A&L Ordinary Shares has been accounted for by Santander UK with
effect from 10 October 2008, the effective date of the scheme of arrangement under which Banco
Santander acquired A&L. The consolidated balance sheet and related notes of the Santander UK
Group at 31 December 2008 have been updated to reflect this treatment in the half-yearly financial
report of Santander UK for the six months ended 30 June 2009. For the avoidance of doubt, this
treatment is not reflected in the consolidated balance sheet and related notes of the Santander UK
Group contained within the audited consolidated annual financial statements of Santander UK in
the annual report and accounts for the year ended 31 December 2008. Santander UK changed its
name from Abbey National plc to Santander UK plc on 11 January 2010. Santander UK accounts
published prior to that date were therefore issued under the name of Abbey National plc.
In this Prospectus, all references to ``billions'' are references to one thousand millions. Due to
rounding, numbers presented throughout this Prospectus may not add up precisely, and
percentages may not precisely reflect absolute figures.
References in this Prospectus to ``£'' or ``sterling'' are to the lawful currency of the United Kingdom;
references to ``c'' or ``euro'' are to the currency introduced at the start of the third stage of
European Economic and Monetary Union, pursuant to the Treaty on the Functioning of the
European Union, as amended from time to time; and references to ``US$'', ``$'' or ``US dollar'' are
to the lawful currency of the United States of America.
CAUTIONARY NOTE: FORWARD-LOOKING STATEMENTS
This Prospectus contains statements which are, or may be deemed to be, ``forward-looking
statements''.
Forward-looking
statements
can
be
identified
by
words
such
as
``expects'',
``anticipates'', ``intends'', ``targets'', ``plans'', ``believes'', ``seeks'', ``estimates'', ``may'', ``will'', ``should''
or words of similar meaning. Forward-looking statements include all matters that are not historical
fact. They appear in a number of places throughout this Prospectus and include statements as to
the expected timing of the Preference Scheme and statements about the expected future business
and financial performance of A&L and Santander UK. By their nature, forward-looking statements
involve risk and uncertainty because they relate to future events and circumstances. A number of
factors could cause actual results and developments to differ materially from those expressed or
implied by the forward-looking statements. These factors include, but are not limited to, the
satisfaction of the Conditions to the Preference Scheme, conditions in the market, market position
of A&L and Santander UK, earnings, cash flow, return on investments, changing business or
market conditions or an adverse change in the economic climate. Investors should not place undue
reliance on any forward-looking statement and neither A&L nor Santander UK undertakes any
obligation to update or revise any forward-looking statements, unless required to do so by the
Prospectus Rules, the Listing Rules, the Disclosure and Transparency Rules or otherwise by law.
The statements contained herein are made as at the date of this Prospectus, unless some other
time is specified in relation to them, and publication of this document shall not give rise to any
implication that there has been no change in the facts set forth herein since such date. Nothing
contained herein shall be deemed to be a forecast, projection or estimate of the future financial
performance of A&L or the Santander UK Group except where otherwise expressly stated.
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TABLE OF CONTENTS
DOCUMENTS INCORPORATED BY REFERENCE....................................................................
8
EXPECTED TIMETABLE OF PRINCIPAL EVENTS....................................................................
9
PART I
INFORMATION ABOUT THE PREFERENCE SCHEME.........................................
10
PART II
SUMMARY ................................................................................................................
17
PART III
RISK FACTORS .......................................................................................................
24
PART IV
DESCRIPTION OF THE NEW SANTANDER UK PREFERENCE SHARES ..........
37
PART V
USE OF PROCEEDS ...............................................................................................
45
PART VI
SANTANDER UK AND THE SANTANDER UK GROUP ........................................
46
PART VII
UNITED KINGDOM TAXATION ...............................................................................
54
PART VIII RESTRICTIONS........................................................................................................
56
PART IX
SUMMARY OF CERTAIN PROVISIONS OF THE SANTANDER UK ARTICLES..
58
PART X
GENERAL INFORMATION .......................................................................................
61
PART XI
DEFINITIONS............................................................................................................
64
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DOCUMENTS INCORPORATED BY REFERENCE
The following documents, which have previously been published and filed with the FSA, shall be
deemed to be incorporated in, and to form part of, this Prospectus:
1.
the unaudited half-yearly financial report of Santander UK for the six months ended 30 June
2009;
2.
the audited consolidated annual financial statements of Santander UK for the financial year
ended 31 December 2008, which appear on pages 69 to 137 of Santander UK's annual
report and accounts for the year ended 31 December 2008;
3.
the audited consolidated annual financial statements of Santander UK for the financial year
ended 31 December 2007, which appear on pages 60 to 125 of Santander UK's annual
report and accounts for the year ended 31 December 2007 but excluding, for the avoidance
of doubt, the comparative financial information for the financial year ended 31 December 2006
set out in these pages;
4.
the unaudited half-yearly financial report of A&L for the six months ended 30 June 2009;
5.
the audited consolidated annual financial statements of A&L for the financial year ended 31
December 2008, which appear on pages 43 to 101 of A&L's annual report and accounts for
the year ended 31 December 2008; and
6.
the audited consolidated annual financial statements of A&L for the financial year ended 31
December 2007, which appear on pages 42 to 103 of A&L's annual report and accounts for
the year ended 31 December 2007 but excluding, for the avoidance of doubt, the comparative
financial information for the financial year ended 31 December 2006 set out on those pages.
Any statement contained herein or in a document which is deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for the purpose of this Prospectus to the
extent that a subsequent statement which is deemed to be incorporated by reference herein or
contained herein modifies or supersedes such earlier statement (whether expressly, by implication
or otherwise). Any statement so modified or superseded shall not, except as so modified and
superseded, constitute part of this Prospectus.
Copies of documents incorporated by reference in this Prospectus pursuant to paragraphs 1 to 6
above can be obtained from the offices of Santander UK at 2 Triton Square, Regent's Place,
London, NW1 3AN.
Please note that websites and URLs referred to herein do not form part of this Prospectus. To the
extent that any document incorporated by reference in this Prospectus incorporates further
information by reference, such further information does not form part of this Prospectus.
Santander UK and A&L will, in the event of any significant new factor, material mistake or
inaccuracy relating to information included in this Prospectus which is capable of affecting the
assessment of any New Santander UK Preference Shares, prepare a supplement to this
Prospectus.
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EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Event
Time and/or date (2010)
Latest time for receipt of Electronic Voting Instructions
5.00 p.m. on 26 March
Voting Record Time
5.00 p.m. on 28 March(1)
Latest time for receipt of Forms of Proxy
12.00 p.m. on 29 March
Court Meeting
8.45 a.m. on 30 March
A&L General Meeting
8.50 a.m. on 30 March(2)
Preference Class Meeting
8.55 a.m. on 30 March(3)
Preference Scheme Court Hearing
27 April(4)
Suspension of dealings in A&L Preference Shares
5.00 p.m. on 27 April(4) (5)
Preference Scheme Record Time
6.00 p.m. on 27 April(4) (5)
Effective Date
28 April(4)
Issue of New Santander UK Preference Shares
28 April(4)
Issue of New A&L Ordinary Shares
28 April(4)
Cancellation of listing of A&L Preference Shares
8.00 a.m. on 29 April(4)
Admission to trading and commencement of dealings in New
Santander UK Preference Shares
8.00 a.m. on 29 April(4)
Expected date of first dividend payment on the New Santander UK
Preference Shares
24 May
(1) If the Court Meeting, the A&L General Meeting and/or the Preference Class Meeting is/are adjourned, the Voting Record Time
in respect of such adjourned meeting(s) will be 5.00 p.m. on the date two days before the adjourned meeting.
(2) The A&L General Meeting will commence at the time specified above, or as soon as the Court Meeting has been concluded or
adjourned.
(3) The Preference Class Meeting will commence at the time specified above or, as soon as the Court Meeting and/or the A&L
General Meeting have been concluded or adjourned.
(4) These dates are indicative only and will depend on, among other things, the dates upon which the Court sanctions the
Preference Scheme and confirms the related reduction of capital.
(5) Dealings in A&L Preference Shares will be suspended with effect from 5.00 p.m. on 27 April 2010. Dealings in A&L Preference
Shares after the third Business Day prior to the Preference Scheme Record Time (that is, dealings after 6.00 p.m. on 22 April
2010) will not, in accordance with normal settlement procedures, be registered prior to the Preference Scheme Record Time.
(6) Any updates to the dates set out above will be announced by A&L and/or Santander UK (as appropriate) to the Regulatory
News Service.
(7) Unless otherwise stated, references to times in this document are to London time.
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PART I
INFORMATION ABOUT THE PREFERENCE SCHEME
1.
Summary of the Preference Scheme
A&L announced on 25 February 2010 that, subject to the support of the FSA and Court approval,
it intends to transfer its business to Santander UK later this year under Part VII of FSMA (the
Part VII Transfer). As the A&L Preference Shares will not transfer to Santander UK under the
proposed Part VII Transfer, A&L and Santander UK have agreed that the holders of the A&L
Preference Shares should be given the opportunity to exchange their A&L Preference Shares for
New Santander UK Preference Shares to be issued by Santander UK on substantially similar terms
to the A&L Preference Shares.
The exchange is proposed to be implemented by way of a scheme of arrangement under Part 26
of the Companies Act 2006. For the Preference Scheme to become effective, A&L Preference
Shareholders will need to vote in favour of the Preference Scheme at the Court Meeting, the A&L
General Meeting and the Preference Class Meeting, each to be held at 2 Triton Square, Regent's
Place, London NW1 3AN on 30 March 2010.
Under the terms of the Preference Scheme, which will be subject to the satisfaction or if permitted
waiver of the Conditions set out in Paragraph 7 of this Part I. A&L Preference Shareholders will
receive
For every A&L Preference Share
One New Santander UK Preference Share
The terms and conditions of the New Santander UK Preference Shares are substantially similar to
those of the existing A&L Preference Shares. However, certain provisions have been amended to
conform the New Santander UK Preference Shares to the terms of existing preference shares
issued by Santander UK and to the Santander UK Articles and to introduce an enhanced dividend
right in certain limited circumstances. As at the Issue Date the terms of the New Santander UK
Preference Shares reflect the current requirements of the FSA to ensure they are eligible to qualify
as perpetual non-cumulative preference share capital and therefore treated as Non-Innovative Tier
1 Capital for regulatory capital purposes. The terms of the New Santander UK Preference Shares
are set out in Part IV of this Prospectus.
Any dividends which are accrued on the A&L Preference Shares as at the date that the Preference
Scheme becomes effective will be paid, subject to the terms of the New Santander UK Preference
Shares, on the first scheduled Preference Dividend Payment Date thereafter under the New
Santander UK Preference Shares. It is anticipated that the New Santander UK Preference Shares
will be settled and tradable through the same Clearing Systems (as applicable) as the A&L
Preference Shares.
2.
Structure of the Preference Scheme
In summary, the Preference Scheme will require an application by A&L to the Court to sanction the
exchange of the A&L Preference Shares for New Santander UK Preference Shares and to confirm
the cancellation of the A&L Preference Shares. The reserve arising on cancellation of the A&L
Preference Shares will be applied in paying up New A&L Ordinary Shares to be issued to
Santander UK (with an aggregate nominal value which is equal to the aggregate nominal value and
share premium of the cancelled A&L Preference Shares). In consideration for the cancellation of
the A&L Preference Shares and the issue of the New A&L Ordinary Shares to Santander UK,
Santander UK will issue New Santander UK Preference Shares to the former holders of the
cancelled A&L Preference Shares credited as fully paid. All A&L Preference Shareholders at the
Preference Scheme Record Time will receive one New Santander UK Preference Share for each
A&L Preference Share held by them at the Preference Scheme Record Time.
The Preference Scheme will only become effective if all of the Conditions, as further described in
paragraph 7 of this Part I and Part 3 of the Preference Scheme Document have been satisfied or,
if permitted, waived.
In particular, the Preference Scheme and the related reduction of capital require the following
approvals:
10
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