Filed Pursuant to Rule 424(b)(5)
Registration No. 333- 280673
PROSPECTUS SUPPLEMENT
(To Prospectus dated July 3, 2024)
Santander UK Group Holdings plc
$1,250,000,000 5.694% Fixed Rate/Floating Rate Notes due 2031
We are offering $1,250,000,000 principal amount of 5.694% Fixed Rate/Floating Rate Notes due April 15, 2031, which we refer to as the “notes.” From (and including) the issue date to (but excluding) April 15, 2030, we will pay interest on the notes semi-annually at a rate of 5.694% per annum each April 15 and October 15, commencing on April 15, 2025 (and thus a short first interest period). Thereafter, we will pay interest quarterly in arrear on the notes on July 15, 2030, October 15, 2030, January 15, 2031 and on the maturity date at a floating rate equal to a benchmark rate based on Compounded SOFR Index Rate (as defined herein) plus 1.524% per annum.
Unless we redeem the notes earlier, the notes will mature on April 15, 2031. There is no sinking fund for the notes.
We may, subject to satisfaction of the Regulatory Redemption Conditions (as defined in “Description of the Notes — Redemption — Definitions”), redeem the notes, at our option, in whole, but not in part, on April 15, 2030, at a redemption price equal to 100% of the principal amount of the notes, plus accrued and unpaid interest thereon to, but excluding, the redemption date. See “Description of the Notes — Redemption — Optional Redemption” in this prospectus supplement.
We may also, subject to satisfaction of the Regulatory Redemption Conditions, redeem all but not some of the notes at any time if certain tax and regulatory events described in this prospectus supplement and the accompanying prospectus occur, at 100% of their principal amount plus accrued interest in the case of such tax events and 100% of their principal amount plus accrued interest in the case of such regulatory events. See “Description of the Notes — Redemption — Loss Absorption Disqualification Event Call Option” and “Description of the Notes — Redemption — Tax Redemption” in this prospectus supplement, and “Description of the Debt Securities — Redemption — Senior Debt Securities” in the accompanying prospectus. Any redemption of the notes is subject to the restrictions described in this prospectus supplement under “Description of the Notes — Redemption.”
The notes will be issued in denominations of $200,000 and in multiples of $1,000 in excess thereof. The notes will constitute our direct, unconditional, unsecured and unsubordinated obligations ranking pari passu, without preference among themselves, with all our other outstanding unsecured and unsubordinated obligations, present and future, except such obligations as are preferred by operation of law.
Notwithstanding any other term of the notes, the indenture or any other agreements, arrangements, or understandings between Santander UK Group Holdings plc (the “issuer”) and any holder of notes, by its acquisition of the notes, each holder of notes (including each holder of a beneficial interest in the notes) acknowledges, accepts, agrees to be bound by and consents to: (a) the effect of the exercise of the UK bail-in power by the relevant UK resolution authority arising in respect of the notes, whether or not imposed with prior notice, that may include and result in: (i) the reduction of all, or a portion, of the Amounts Due; (ii) the conversion of all, or a portion, of the Amounts Due on the notes into shares, other securities or other obligations of the issuer or another person (and the issue to or conferral on the holders of notes of such shares, securities or obligations), including by means of an amendment, modification or variation of the terms of the notes; (iii) the cancellation of the notes including any other Amounts Due on the notes; (iv) the amendment or alteration of the maturity of the notes or amendment of the amount of interest payable on the notes, or the date on which the interest becomes payable, including by suspending payment for a temporary period; and (b) the variation, if necessary, of the indenture governing the terms of the notes or the terms of the notes as may be deemed necessary by the relevant UK resolution authority to give effect to the exercise of the UK bail-in power by the relevant UK resolution authority.
For these purposes, “Amounts Due” are the principal amount of, and accrued but unpaid interest and any other amounts, including any Additional Amounts, due on, or in respect of, the notes. References to principal and interest will include payments of principal and interest that have become due and payable but which have not been paid, prior to the exercise of any UK bail-in power by the relevant UK resolution authority.
As used in this prospectus supplement, the “UK bail-in power” means the powers under the UK bail-in legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or affiliate of a bank or investment firm, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability.
A reference to “UK bail-in legislation” means Part I of the UK Banking Act 2009 and any other law or regulation applicable in the UK relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings).