NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, TO ANY "U.S. PERSON" (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")) OR IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH, OR DISTRIBUTE THIS DOCUMENT.

Santander UK Group Holdings plc

(incorporated in England with limited liability, Registered Number 08700698)

announces consent solicitations in respect of its outstanding

£750,000,000 7.375% Fixed Rate Reset Perpetual Additional Tier 1 Capital Securities issued on 10 June 2015 (ISIN:XS1244538523) (the " 7.375% Securities ")

£500,000,000 6.75% Fixed Rate Reset Perpetual Additional Tier 1 Capital Securities issued on 10 April 2017 (ISIN: XS1592884123) (the " 6.75% Securities ")

(each a " Series " and, together, the " Securities ")

Santander UK Group Holdings plc (the "Issuer") announces today invitations (each such invitation a "Consent Solicitation") to eligible holders of its outstanding Securities ("outstanding" as defined in the relevant Trust Deed) to consent to the modification of the terms and conditions (the "Conditions") of the relevant Series and consequential or related amendments to the Trust Deed for the relevant Series such that:

(i)   upon the occurrence of an Index Cessation Event (as defined in Supplement number 70 to the 2006 ISDA Definitions (the "ISDA IBOR Fallback Supplement") ) in respect of the 6 month Sterling London Inter Bank Offered Rate ("LIBOR"), each Reset Distribution Rate (as defined in the relevant Conditions) shall be the aggregate of (a) a Sterling Overnight Index Average ("SONIA") linked 5 year mid-swap rate (semi-annualised); (b) an adjustment (the "Reset Distribution Rate Adjustment") to reflect the economic difference between the LIBOR and SONIA rates (using the methodology for such adjustments contained in the ISDA IBOR Fallback Supplement); and (c) the Margin (as defined in the relevant Conditions) applicable to the relevant Series (and which shall remain unaltered), with the resulting aggregated rate being converted from a semi-annual to a quarterly basis;

(ii)   new fallbacks shall be included for the 5-year Mid-Swap Rate (as defined in the relevant Conditions and amended pursuant to the relevant Extraordinary Resolution, if duly passed and implemented) in the case of the relevant SONIA linked mid-swap rate; and

(iii)   further new fallbacks shall be included for the purposes of determining the 5-year Mid-Swap Rate (or the relevant component part(s) thereof) in certain circumstances.

This announcement does not contain the full terms and conditions of the Consent Solicitations, which are contained in the Consent Solicitation Memorandum dated 29 October 2020 (the "Consent Solicitation Memorandum") prepared by the Issuer, which is available to Eligible Securityholders (as defined below) from the Tabulation Agent (including on its website via the link http://www.lucid-is.com/santander ).

Unless otherwise indicated, capitalised terms used but not otherwise defined in this announcement have the meanings given in the Consent Solicitation Memorandum.

An Investor Presentation relating to the Consent Solicitations is also available to Eligible Securityholders via NetRoadshow (via the link: https://www.netroadshow.com/nrs/home/#!/?show=f871e2ea ; code SANUK2020). 

Notice of Meetings in respect of the Securities

A notice (the "Notice") convening separate meetings (the "Meetings") of the holders of the Securities (the "Securityholders"), to be held via teleconference on 3 December 2020, has been given to Securityholders in accordance with the relevant Conditions on the date of this announcement, including by way of release through the regulatory news service of the London Stock Exchange.

In light of the ongoing developments in relation to coronavirus (COVID-19), and current guidance issued by the UK government, it may be impossible or inadvisable to hold the Meetings at a physical location. Therefore, in accordance with the provisions of the Trust Deeds, the Issuer has requested that the Trustee prescribe appropriate regulations regarding the holding of the Meetings via teleconference. Any Securityholders who indicate to the Tabulation Agent (the contact details for which are set out below) that they wish to participate in, or otherwise be represented on, the teleconference for the relevant Meeting (rather than being represented by the Tabulation Agent) will be provided with further details about attending the relevant Meeting.

Eligible Securityholders

The Consent Solicitation Memorandum and any other documents or materials relating to the Consent Solicitations are only for distribution or to be made available to persons who are (i) either (a) qualified institutional buyers ("QIBs") (as defined in Rule 144A under the Securities Act) and, if applicable, are acting on behalf of beneficial owners who are also QIBs or (b) outside the United States and who are not U.S. persons or acting for the account or benefit of U.S. persons (in each case, as defined in Regulation S under the Securities Act), (ii) not retail investors and, if applicable and acting on a non-discretionary basis, who are acting on behalf of beneficial owners that are also not retail investors, and (iii) otherwise persons to whom the relevant Consent Solicitation can be lawfully made and that may lawfully participate in the relevant Consent Solicitation (all such persons "Eligible Securityholders").

For the purposes of this announcement and the Consent Solicitation Memorandum, 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 Directive 2014/65/EU (as amended or superseded, "MiFID II") or (ii) a customer within the meaning of Directive 2016/97 (the Insurance Distribution Directive), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.

Timetable

Set out below is an indicative timetable showing one possible outcome for the timing of the Consent Solicitations:

The above dates and times will depend, among other things, on timely receipt (and non-revocation) of instructions, the rights of the Issuer (where applicable) to extend, waive any condition (other than the Consent Conditions) of, amend and/or terminate either Consent Solicitation (other than the terms of the relevant Extraordinary Resolution) as described in the Consent Solicitation Memorandum and the passing of each Extraordinary Resolution at the initial Meeting for the relevant Series. Accordingly, the actual timetable may differ significantly from the timetable above.

Securityholders are advised to check with any bank, securities broker or other intermediary through which they hold their Securities when such intermediary would need to receive instructions from a Securityholder in order for such Securityholder to participate in, or to validly revoke their instruction to participate in, a Consent Solicitation by the deadlines specified above. The deadlines set by any such intermediary and each Clearing System for the submission and revocation of Consent Instructions will be earlier than the relevant deadlines specified above.

No consent or participation fee will be payable in connection with the Consent Solicitations.

Further details on the Consent Solicitation can be obtained from:

Requests for documentation and information in relation to the procedures for delivering Consent Instructions should be directed to:

TABULATION AGENT

Lucid Issuer Services Limited

Tankerton Works

12 Argyle Walk

London WC1H 8HA

United Kingdom

Telephone:  +44 20 7704 0880

Attn:  David Shilson

Email:  santander@lucid-is.com  

Website: www.lucid-is.com/santander  

DISCLAIMER :  This announcement must be read in conjunction with the Consent Solicitation Memorandum. This announcement and the Consent Solicitation Memorandum contain important information which should be read carefully before any decision is made with respect to either Consent Solicitation. If any Securityholder is in any doubt as to the action it should take or is unsure of the impact of the implementation of the relevant Extraordinary Resolution, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately 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 or intermediary must contact such entity if it wishes to participate in the relevant Consent Solicitation or otherwise participate at the relevant Meeting. 

In accordance with normal practice, the Trustee, the Tabulation Agent, the Registrar and the Principal Paying Agent have not been involved in the formulation of the Consent Solicitations, the Proposed Amendments or the Extraordinary Resolutions. The Trustee, the Tabulation Agent, the Solicitation Agents, the Registrar and the Principal Paying Agent express no opinion on, and make no representations as to the merits of, the Consent Solicitations, the Proposed Amendments or either Extraordinary Resolution.

Nothing in this announcement or the Consent Solicitation Memorandum constitutes or contemplates an offer of, an offer to purchase or the solicitation of an offer to sell securities in the United States or any other jurisdiction and participation in either Consent Solicitation by a Securityholder in any circumstances in which such participation is unlawful will not be accepted. The Securities have not been, and will not be, registered under the Securities Act and may not be offered, sold or delivered, directly or indirectly, within the United States or to or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws.

The distribution of this announcement and the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law, and persons into whose possession this announcement or the Consent Solicitation Memorandum comes are requested to inform themselves about, and to observe, any such restrictions.