Santander UK Group Holdings plc and Santander UK plc Announce Cash Tender Offers for Five Series of Securities

Santander UK Group Holdings plc (“Santander Holdings”) announces the launch of offers to purchase for cash any and all of its outstanding: (i) 4.750% Dated Subordinated Notes due 2025; and (ii) 5.625% Dated Subordinated Notes due 2045 (together, the “Santander Holdings Securities”, and such tender offers, the “Santander Holdings Any and All Offers”).

Santander UK plc (“Santander” and, together with Santander Holdings, the “Offerors” and each an “Offeror”) announces the launch of offers to purchase for cash any and all of its outstanding: (i) 7.95% Term Subordinated Securities due 2029 (the “2029 Notes” and, together with the Santander Holdings Securities, the “USD Securities”); (ii) 6.50% Subordinated Notes due 2030 (the “2030 Notes”); and (iii) 30 Year Step-Up Perpetual Callable Subordinated Notes (the “Perpetual Notes” and, together with the 2030 Notes, the “GBP Securities” and, together with the USD Securities, the “Securities,” and such offers, the “Santander Any and All Offers” and, together with the Santander Holdings Any and All Offers, the “Any and All Offers”).

The Offerors are making the Any and All Offers on the terms and subject to the conditions set forth in the offer to purchase dated March 6, 2023 (the “Offer to Purchase”). The Offer to Purchase is available, subject to eligibility confirmation and registration, from the Any and All Offer Website: https://deals.is.kroll.com/santander. Capitalized terms used in this announcement and not otherwise defined have the meanings ascribed to them in the Offer to Purchase.

Each of the Any and All Offers will expire at 5:00 p.m., New York City time, on March 10, 2023, unless extended or earlier terminated by the relevant Offeror in its sole discretion (such time and date with respect to the relevant Any and All Offer, as the same may be extended, the “Expiration Deadline”). Holders who validly tender their Securities pursuant to an Any and All Offer may withdraw such Securities at any time prior to 5:00 p.m., New York City time, on March 10, 2023 (such time and date with respect to the relevant Any and All Offer, as the same may be extended, the “Withdrawal Deadline”).

To participate in the relevant Any and All Offer, and be eligible to receive the applicable Total Consideration, Holders must (i) validly tender and not validly withdraw their Securities so that they are received by the Tender and Information Agent at or prior to the Expiration Deadline or (ii) deliver a properly completed and duly executed notice of guaranteed delivery at or prior to the Expiration Deadline and deliver a properly transmitted Tender Instruction to the Tender and Information Agent by no later than 5:00 p.m. (New York City time) on March 14, 2023, which is the second Business Day after the Expiration Deadline, in accordance with the guaranteed delivery procedures described in the Offer to Purchase.

In respect of each series of Securities, the Total Consideration will be calculated in the manner set out in the Offer to Purchase, with reference to the applicable Purchase Yield being the sum (annualized in the case of the GBP Securities) of (i) the applicable Fixed Spread specified in the table above and (ii) the applicable Reference Yield based on (a) in the case of the USD Securities, the bid-side price of the applicable Reference Security specified above as reported at the Price Determination Time on the Bloomberg Reference Page FIT1 and (b) in the case of the GBP Securities, the arithmetic mean of the bid and offered yields to maturity of the applicable Reference Security specified above as reported at the Price Determination Time on the Bloomberg Reference Page PXUK (in each case, or such other page(s) as may replace it or them on that information service, or on such other equivalent information service as determined by the Dealer Managers, for the purpose of displaying the bid-side price or the bid and offered yields to maturity (as applicable) of the applicable Reference Security) at 10:00 a.m. (New York City time) on March 10, 2023 (subject to extension).

To the extent any accrued and unpaid interest is payable pursuant to the relevant Any and All Offer, Holders whose Securities are accepted for purchase pursuant to such Any and All Offer will also be eligible to receive a cash payment representing such accrued and unpaid interest on the relevant Securities from, and including, the immediately preceding interest payment date for such Securities to, but excluding, the Settlement Date (as defined below). The “Settlement Date” will occur promptly after the Expiration Date and is expected to be on or about March 15, 2023 (subject to extension). The “Guaranteed Delivery Settlement Date” for Securities tendered using guaranteed delivery procedures is expected to be on or about March 15, 2023 (subject to extension). For the avoidance of doubt, Holders who validly tender their Securities pursuant to the relevant Any and All Offer will continue to receive any regularly scheduled interest payment, in accordance with the terms and conditions of such Securities, to the extent the applicable interest payment date precedes or falls on the Settlement Date.

The applicable Total Consideration and the Accrued Interest Payment for Securities validly tendered pursuant to the relevant Any and All Offer at or prior to the Expiration Deadline, and accepted for purchase, will be paid to Holders promptly on the Settlement Date or in the case of Securities accepted for purchase pursuant to the guaranteed delivery procedures, on the Guaranteed Delivery Settlement Date. In the case of Securities that are tendered according to the guaranteed delivery procedures, no additional Accrued Interest Payment will be payable in respect of the period after the Settlement Date for tenders for Securities that have been tendered not using the guaranteed delivery procedures.

Subject to applicable law and the terms and conditions of the Offer to Purchase, each Offeror may terminate any or all of its Any and All Offers, waive any or all of the Conditions prior to the Expiration Deadline, extend the Expiration Deadline, or amend the terms of any or all of its Any and All Offers.

The Any and All Offers, to the extent accepted, will enable the Offerors to optimize their respective capital and funding structure in line with the evolving environment.

None of the Offerors, the Dealer Managers or the Tender and Information Agent (nor any director, officer, employee, agent or affiliate of any such person) makes any recommendation whether Holders should tender or refrain from tendering Securities in the Any and All Offers. Holders must make their own decision as to whether to tender Securities and, if so, the principal amount of the Securities to tender.