TIDM84LC
RNS Number : 3885X
Abbey National Treasury Servs PLC
05 May 2016
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR
RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS
(INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN
SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF
THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR IN ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS
ANNOUNCEMENT
5 May 2016
Abbey National Treasury Services plc announces cash tender
offers in respect of the following of its outstanding
securities
Abbey National Treasury Services plc (the "Issuer") today
announces invitations to holders of the following securities (the
"Securities") to tender any or all of their Securities for
cash:
EUR1,500,000,000 1.125 per cent. Fixed Rate Notes
due 2022 guaranteed by Santander UK plc
(XS1166160173)
(the "2022 Notes")
EUR1,000,000,000 1.125 per cent. Fixed Rate Notes
due 2025 guaranteed by Santander UK plc
(XS1199439222)
(the "2025 Notes")
And
GBP500,000,000 3.875 per cent. Fixed Rate Notes
due 2029 guaranteed by Santander UK plc
(XS1120891012)
(the "2029 Notes")
(together, the Securities).
---------------------------------------------------
Such invitations are made separately (each a "Tender Offer" and,
together, the "Tender Offers") on the terms and subject to the
conditions contained in the tender offer memorandum dated 5 May
2016 (the "Tender Offer Memorandum") prepared by the Issuer, and
are subject to the offer restrictions set out below and as more
fully described in the Tender Offer Memorandum. Capitalised terms
used and not otherwise defined in this announcement have the
meaning given thereto in the Tender Offer Memorandum.
Copies of the Tender Offer Memorandum are (subject to
distribution restrictions) available from the Tender Agent, the
contact details for which are set out below.
Rationale for the Tender Offers
The Tender Offers are made as part of the Santander UK Group's
ongoing liability management, with the intention of supporting the
transition to a holding company capital and term funding model in
line with regulatory requirements. Santander UK Group intends to
manage its overall liability composition and mix for value. In this
regard, it considers future interest expense with reference to its
balance sheet whilst maintaining a prudent approach to liquidity
and costs.
Independently of the Tender Offers, and as part of Santander UK
Group's ongoing transition to a holding company capital and term
funding model, both Santander UK plc and the Issuer intend to
continue issuing senior unsecured liabilities in all major currency
markets and such issuance may follow in the near future. The Tender
Offers are not conditional upon any future capital markets
issuance.
The Tender Offers
The Issuer will purchase the Securities validly tendered and
accepted by it pursuant to the relevant Tender Offer, in each case
for cash at the relevant Tender Price as described in further
detail in the Tender Offer Memorandum, together with an amount
equal to accrued and unpaid interest on such Securities from the
most recent interest payment date:
Description of the Issuer ISIN Aggregate Principal Relevant Benchmark Tender Spread
Securities Amount outstanding Rate or Security
-------------------- -------------------- ------------- -------------------- --------------------- --------------
EUR1,500,000,000 Abbey National XS1166160173 EUR1,484,448,000 Applicable +70 bps
1.125 per cent. Treasury Services Interpolated
Fixed Rate Notes plc Mid-Swap Rate
due 2022 guaranteed
by Santander UK plc
-------------------- -------------------- ------------- -------------------- --------------------- --------------
EUR1,000,000,000 Abbey National XS1199439222 EUR1,000,000,000 Applicable +77 bps
1.125 per cent. Treasury Services Interpolated
Fixed Rate Notes plc Mid-Swap Rate
due 2025 guaranteed
by Santander UK plc
-------------------- -------------------- ------------- -------------------- --------------------- --------------
GBP500,000,000 Abbey National XS1120891012 GBP500,000,000 6 per cent. UK +140 bps
3.875 per cent. Treasury Services Treasury Gilt due
Fixed Rate Notes plc 2028
due 2029 guaranteed (ISIN: GB0002404191)
by Santander UK plc
-------------------- -------------------- ------------- -------------------- --------------------- --------------
Securities purchased by the Issuer pursuant to the Tender Offers
will be cancelled. Securities which have not been validly submitted
for tender or which are otherwise not purchased pursuant to the
Tender Offers will remain outstanding on their existing terms after
the Settlement Date.
If the Issuer accepts any Securities, the Issuer intends to
accept all validly tendered Securities, without any scaling or
pro-ration.
The Issuer is under no obligation to accept for purchase any
Securities tendered pursuant to the Tender Offers. The acceptance
for purchase by the Issuer of Securities pursuant to the Tender
Offers is at the sole discretion of the Issuer, and Offers to Sell
may be rejected by the Issuer for any reason.
Participating in the Tender Offers
To tender Securities for purchase pursuant to the Tender Offers,
a Securityholder who is eligible to participate in the Tender
Offers (each a "Qualifying Holder") should deliver, or arrange to
have delivered on its behalf, via Euroclear Bank S.A./N.V. or
Clearstream Banking, société anonyme (the "Clearing Systems") and
in accordance with the requirements of such Clearing System, a
valid Electronic Instruction Notice that is received by the Tender
Agent by the Expiration Time. Electronic Instruction Notices must
be submitted in respect of a principal amount of Securities of the
relevant Series of no less than the minimum denomination
(EUR100,000 (in respect of the 2022 Notes and the 2025 Notes) or
GBP100,000 (in respect of the 2029 Notes)), as the case may be, for
such Series.
The receipt of such Electronic Instruction Notice by the
relevant Clearing System will result in the blocking of the
relevant Securities in the Securityholder's account with the
relevant Clearing System so that no transfers may be effected in
relation to such Securities.
Electronic Instruction Notices are irrevocable except in the
limited circumstances described in "Termination and Amendment" in
the Tender Offer Memorandum.
By submitting a valid Electronic Instruction Notice, a
Securityholder and any Direct Participant submitting such
Electronic Instruction Notice on such Securityholder's behalf shall
be deemed to make and give certain agreements, acknowledgements,
representations, warranties and undertakings to the Issuer, the
Dealer Managers and the Tender Agent - see "Procedure for
submitting Offers to Sell - Agreements, acknowledgements,
representations, warranties and undertakings by Securityholders" in
the Tender Offer Memorandum.
For further information with respect to submitting Electronic
Instruction Notices, see "Procedure for submitting Offers to Sell"
in the Tender Offer Memorandum.
Prior to making a decision as to whether to participate in the
Tender Offers, Securityholders should carefully consider all of the
information in the Tender Offer Memorandum, including the section
entitled "Risk Factors and other Considerations".
Indicative Timetable of Events
Please note the following important dates and times relating to
the Tender Offers. Each is indicative only and is subject to change
as a result of any extension, termination, withdrawal or amendment
as set out in the Tender Offer Memorandum.
Events Times and Dates
--------------------------------------------------------- ---------------------------------------------------------
Commencement of the Tender Offers 5 May 2016
Notice of the Tender Offers published through RNS and on
a Notifying News Service and distributed
via the Clearing Systems.
Tender Offer Memorandum made available to Qualifying
Holders upon request.
Beginning of Tender Offer Period.
Expiration Time 4:00 pm London time on 12 May 2016
Deadline for receipt by the Tender Agent of Electronic
Instruction Notices.
End of Tender Offer Period.
Pricing Time and Pricing Date At or around 11.00 am London time on 13 May 2016
Determination of Interpolated Mid-Swap Rates, Benchmark
Security Rate, each Tender Yield and
each Tender Price.
Announcement of the results and pricing of the Tender As soon as practicable after the Pricing Time on the
Offers Pricing Date
Details of the final principal amount of Securities of
each Series accepted for purchase pursuant
to the Tender Offers, each Tender Yield and each Tender
Price will be distributed via the
Clearing Systems and published by way of announcement on
a Notifying News Service and through
RNS.
Settlement Date 17 May 2016
Settlement of the Tender Offers by payment of Tender
Consideration in respect of Securities
accepted for purchase.
(MORE TO FOLLOW) Dow Jones Newswires
May 05, 2016 07:47 ET (11:47 GMT)
--------------------------------------------------------- ---------------------------------------------------------
Qualifying Holders are advised to check with any Intermediary
through which they hold their Securities whether such Intermediary
would require receiving instructions to participate in, or withdraw
their instruction to participate in, the Tender Offers prior to the
deadlines set out above. The deadlines set by each Clearing System
for the submission of Electronic Instruction Notices will be
earlier than the relevant deadlines above, in which case Qualifying
Holders should follow those earlier deadlines.
Announcements
Announcements with respect to the Tender Offers will be notified
by way of announcements on a Notifying News Service, through the
Clearing Systems and via RNS. Significant delays may be experienced
where notices are delivered through the Clearing Systems, and
Qualifying Holders are urged to contact the Dealer Managers or the
Tender Agent at the telephone numbers specified in this
announcement for the relevant announcements during the Tender Offer
Period. All announcements will be made available upon release at
the offices of the Tender Agent.
Contact information
Banco Santander, S.A. and UBS Limited are acting as Dealer
Managers for the Tender Offers and Lucid Issuer Services Limited is
acting as Tender Agent.
Questions and requests for assistance in connection with the
Tender Offers may be directed to the Dealer Managers:
THE DEALER MANAGERS
BANCO SANTANDER, S.A. UBS LIMITED
Avenida de Cantabria, s/n 1 Finsbury Avenue
28660 Boadilla Del Monte London EC2M 2PP
Madrid, Spain United Kingdom
Telephone: + 44 20 7756 6909/+44 20 7756 6646 Telephone: +44 20 7568 2133
Email: tommaso.grospietro@santandergcb.com/ King.Cheung@santandergcb.com Email: ol-liabilitymanagement-eu@ubs.com
Attention: Liability Management Attention: Liability Management Group
Questions and requests for assistance in connection with the
delivery of Offers to Sell may be directed to the Tender Agent:
TENDER AGENT
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Attention: Paul Kamminga
Tel: +44 20 7704 0880
Email: santander@lucid-is.com
DISCLAIMER: This announcement must be read in conjunction with
the Tender Offer Memorandum. This announcement and the Tender Offer
Memorandum contain important information which should be read
carefully before any decision is made with respect to the Offers.
If any Securityholder is in any doubt as to the contents of the
Tender Offer Memorandum or the action it should take, it is
recommended to seek its own financial advice, including in respect
of any tax consequences, from its broker, bank manager, solicitor,
accountant or other independent financial, tax or legal adviser.
Any individual or company whose Securities are held on its behalf
by a broker, dealer, bank, custodian, trust company or other
nominee must contact such entity if it wishes to tender such
Securities pursuant to the Tender Offers. None of the Issuer, the
Dealer Managers or the Tender Agent or any of their respective
directors, employees or affiliates makes any recommendation whether
Securityholders should tender Securities pursuant to any Tender
Offer.
OFFER AND DISTRIBUTION RESTRICTIONS: The distribution of this
announcement and the Tender Offer Memorandum in certain
jurisdictions may be restricted by law. Persons into whose
possession this announcement and/or the Tender Offer Memorandum
comes are required by each of the Issuer, the Dealer Managers and
the Tender Agent to inform themselves about, and to observe, any
such restrictions. Neither this announcement nor the Tender Offer
Memorandum constitutes an offer to buy or a solicitation of an
offer to sell the Securities (and tenders of Securities in any
Tender Offer will not be accepted from Securityholders) in any
circumstances in which such offer or solicitation is unlawful. In
those jurisdictions where the securities, blue sky or other laws
require a Tender Offer to be made by a licensed broker or dealer
and any Dealer Manager or any of the Dealer Managers' affiliates is
such a licensed broker or dealer in any such jurisdiction, such
Tender Offer shall be deemed to be made by such Dealer Manager or
such affiliate, as the case may be, on behalf of the Issuer in such
jurisdiction.
In addition to the representations referred to below in respect
of the United States, each holder of Securities participating in a
Tender Offer will also be deemed to give certain representations in
respect of the other jurisdictions referred to below and generally
as set out in the Tender Offer Memorandum. Any tender of Securities
for purchase pursuant to a Tender Offer from a holder that is
unable to make these representations will not be accepted. Each of
the Issuer, the Dealer Managers and the Tender Agent reserves the
right, in its absolute discretion, to investigate, in relation to
any tender of Securities for purchase pursuant to a Tender Offer,
whether any such representation given by a holder is correct and,
if such investigation is undertaken and as a result the Issuer
determines (for any reason) that such representation is not
correct, such tender shall not be accepted.
UNITED STATES: The Tender Offers are not being made, and will
not be made, directly or indirectly in or into, or by use of the
mail of, or by any means or instrumentality of interstate or
foreign commerce of or of any facilities of a national securities
exchange of, the United States. This includes, but is not limited
to, facsimile transmission, electronic mail, telex, telephone, the
internet and other forms of electronic communication. The
Securities may not be tendered in the Tender Offers by any such
use, means, instrumentality or facility from or within the United
States or by persons located or resident in the United States.
Accordingly, copies of this announcement and the Tender Offer
Memorandum and any other documents or materials relating to the
Tender Offers are not being, and must not be, directly or
indirectly mailed or otherwise transmitted, distributed or
forwarded (including, without limitation, by custodians, nominees
or trustees) in or into the United States or to any persons located
or resident in the United States. Eligibility to participate in the
Tender Offers is not dependent on whether the Securityholder is a
"U.S. person" as defined for purposes of Regulation S under the
U.S. Securities Act of 1933, as amended. Any purported tender of
Securities in a Tender Offer resulting directly or indirectly from
a violation of these restrictions will be invalid and any purported
tender of Securities made by a person located or resident in the
United States or any agent, fiduciary or other intermediary acting
on a non-discretionary basis for a principal giving instructions
from within the United States will be invalid and will not be
accepted.
Each holder of Securities participating in the Tender Offers
will represent that it is not located in the United States and it
is not participating in the Tender Offers from the United States or
it is acting on a non-discretionary basis for a principal that is
located outside the United States and that is not giving an order
to participate in the Tender Offers from the United States. For the
purposes of this and the above paragraph, "United States" means
United States of America, its territories and possessions
(including Puerto Rico, the U.S. Virgin Islands, Guam, American
Samoa, Wake Island and the North Mariana Islands), and state of the
United States of America and the District of Columbia.
UNITED KINDOM: The communication of this announcement and the
Tender Offer Memorandum and any other documents or materials
relating to the Tender Offer is not being made, and such documents
and/or materials have not been approved, by an authorised person
for the purposes of section 21(1) of the Financial Services and
Markets Act 2000 (the "FSMA"). Accordingly, such documents and/or
materials are not being distributed to, and must not be passed on
to, the general public in the United Kingdom. The communication of
such documents and/or materials is exempt from the restriction on
financial promotions under section 21(1) of the FSMA on the basis
that it is only directed at and may be communicated to (1) persons
who have professional experience in matters relating to
investments, being investment professionals as defined in Article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "FPO"); (2) persons who are holders of
the Securities or who fall within Article 43(2) of the FPO; or (3)
any other persons to whom these documents and/or materials may
lawfully be communicated. Any investment or investment activity to
which the Tender Offer Memorandum relates is available only to such
persons or will be engaged only with such persons and other persons
should not rely on it.
(MORE TO FOLLOW) Dow Jones Newswires
May 05, 2016 07:47 ET (11:47 GMT)
FRANCE: The Tender Offers are not being made, directly or
indirectly, to the public in France. Neither this announcement nor
the Tender Offer Memorandum nor any other documents or offering
materials relating to the Tender Offers have been or shall be
distributed to the public in France and only (i) providers of
investment services relating to portfolio management for the
account of third parties (personnes fournissant le service
d'investissement de gestion de portefeuille pour compte de tiers)
and/or (ii) qualified investors (investisseurs qualifiés), other
than individuals, acting for their own account, all as defined in,
and in accordance with, Articles L.411-1, L.411-2, D.441-1 to
D.441-3, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Code
monétaire et financier, are eligible to participate in the Tender
Offers. This announcement and the Tender Offer Memorandum have not
been and will not be submitted for clearance to nor approved by the
Autorité des marchés financiers.
BELGIUM: Neither this announcement nor the Tender Offer
Memorandum nor any other documents or materials relating to the
Tender Offers have been submitted to or will be submitted for
approval or recognition to the Belgian Financial Services and
Markets Authority (Autorité des services et marchés
financiers/Autoriteit voor financiële diensten en markten) and,
accordingly, the Tender Offers may not be made in Belgium by way of
a public offering, as defined in Article 3 of the Belgian Law of 1
April 2007 on public takeover bids or as defined in Article 3 of
the Belgian Law of 16 June 2006 on the public offer of placement
instruments and the admission to trading of placement instruments
on regulated markets, each as amended or replaced from time to
time. Accordingly, the Tender Offers may not be advertised and the
Tender Offers will not be extended, and neither this announcement
nor the Tender Offer Memorandum nor any other documents or
materials relating to the Tender Offers (including any memorandum,
information circular, brochure or any similar documents) has been
or shall be distributed or made available, directly or indirectly,
to any person in Belgium other than "qualified investors" in the
sense of Article 10 of the Belgian Law of 16 June 2006 on the
public offer of placement instruments and the admission to trading
of placement instruments on regulated markets (as amended from time
to time), acting on their own account. Insofar as Belgium is
concerned, this announcement and the Tender Offer Memorandum has
been issued only for the personal use of the above qualified
investors and exclusively for the purpose of the Tender Offers.
Accordingly, the information contained in this announcement and the
Tender Offer Memorandum may not be used for any other purpose or
disclosed to any other person in Belgium.
ITALY: Neither this announcement nor the Tender Offer Memorandum
nor any other documents or material relating to the Tender Offers
have been or will be submitted to the clearance procedures of the
Commissione Nazionale per le Società e la Borsa ("CONSOB"),
pursuant to applicable Italian laws and regulations.
In Italy, the Tender Offers on the Securities are being carried
out as exempted offers pursuant to article 101-bis, paragraph
3-bis, of Legislative Decree No. 58 of 24 February 1998, as amended
(the "Italian Financial Services Act") and article 35-bis paragraph
4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.
Holders or beneficial owners of the Securities that are located
in Italy can submit offers to sell the Securities through
authorised persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in the Republic
of Italy in accordance with the Italian Financial Services Act,
CONSOB Regulation No. 16190 of 29 October 2007, as amended from
time to time, and Legislative Decree No. 385 of September 1, 1993,
as amended) and in compliance with applicable laws and regulations
or with requirements imposed by CONSOB, the Bank of Italy or any
other Italian authority.
Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with the Securities or the Tender Offers.
SPAIN: Neither the Tender Offers, this announcement nor the
Tender Offer Memorandum constitute an offer of securities or the
solicitation of an offer of securities to the public in Spain under
the Spanish Securities Market Law (Ley 24/1998, de 28 de Julio, del
Mercado de Valores), Royal Decree 1310/2005, of 4 November 2005 and
Royal decree 1066/2007, of 27 July 2007. Accordingly, this
announcements and the Tender Offer Memorandum have not been
submitted for approval and have not been approved by the Spanish
Securities Market Regulator (Comisión Nacional del Mercado de
Valores).
AUSTRALIA: The Tender Offers are not being made, and will not be
made, directly or indirectly in or into, or by use of the mail of,
or by any means or instrumentality of interstate or foreign
commerce of or of any facilities of a national securities exchange
of, Australia. This includes, but is not limited to, facsimile
transmission, electronic mail, telex, telephone and the internet.
Accordingly, copies of this announcement and the Tender Offer
Memorandum and any other documents or materials relating to the
Tender Offers are not being, and must not be, directly or
indirectly mailed or otherwise transmitted, distributed or
forwarded (including, without limitation, by custodians, nominees
or trustees) in or into Australia. Any purported tender of
Securities in the Tender Offers resulting directly or indirectly
from a violation of these restrictions will be invalid and any
purported tender of Securities made by a person located or resident
in Australia or any agent, fiduciary or other intermediary acting
on a non-discretionary basis for a principal giving instructions
from within Australia will be invalid and will not be accepted.
This information is provided by RNS
The company news service from the London Stock Exchange
END
TENUVOARNBAVRAR
(END) Dow Jones Newswires
May 05, 2016 07:47 ET (11:47 GMT)
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