THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT (A) QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014 (“EU MAR”); AND (B) QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014, AS IT FORMS PART OF DOMESTIC LAW OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) (“UK MAR”)
SANTANDER UK PLC
2 Triton Square
London, NW1 3AN
Registered in England and Wales with company number 02294747
INTENTION TO EXERCISE REGULATORY CALL
£300,000,000 7.037 per cent. Step-up Callable Perpetual Reserve Capital Instruments (ISIN: XS0124569566) (the “RCIs”)
In accordance with Articles 77 and 78 of Regulation (EU) No 575/2013 on prudential requirements for credit institutions and investment firms of the European Parliament and of the Council of 26 June 2013 as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (as amended) (the “CRR”), the Issuer has obtained the permission of the Prudential Regulation Authority to exercise the regulatory call option (the “Regulatory Call”) under Condition 7(d) (Exchange, Variation or Redemption for Regulatory Purposes) of the Terms and Conditions of the RCIs.
Pursuant to Articles 484 and 486 of the CRR, the CRR grandfathering period will end on 31 December 2021 (the “Grandfathering Deadline”) with the effect that the RCIs will no longer be recognised as additional tier 1 capital. Further, the Issuer will be unable to exchange the RCIs for, or vary the RCIs into, “Upper Tier 2 Securities” which qualify as “Upper Tier 2 Capital” following the Grandfathering Deadline in accordance with Condition 7(d) (Exchange, Variation or Redemption for Regulatory Purposes), as such tier of capital (a) no longer exists under the CRR, and (b) has no equivalent under the CRR. As such, the Issuer intends to exercise the Regulatory Call and redeem all of the outstanding RCIs in accordance with their Terms and Conditions, at their principal amount (together with any Outstanding Payments) on 14 February 2022, which is the next Coupon Payment Date.
Please note that this announcement does not constitute a formal notice of redemption for the purposes of Condition 7(d) (Exchange, Variation or Redemption for Regulatory Purposes) of the Terms and Conditions of the RCIs. The Issuer intends to give formal notice of the proposed redemption to the RCI Holders in due course following the end of the CRR grandfathering period, and following the satisfaction of all applicable conditions to the exercise of the Regulatory Call, as set out in Condition 7(d) (Exchange, Variation or Redemption for Regulatory Purposes).
Capitalised terms used, but not defined, in this notice shall have the meanings given to them in the Terms and Conditions of the RCIs.
Santander UK plc
24 December 2021
For further information, please contact:
Medium Term Funding
Santander UK plc
2 Triton Square
London NW1 3AN
This announcement is released by the Issuer and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of EU MAR and UK MAR, encompassing information relating to the Regulatory Call described above. For the purposes of (a) EU MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055; and (b) UK MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, as it form part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (as amended), this announcement is made by Tom Ranger, Treasurer at Santander UK plc.