ABS-15G 1 santander-abs15g_0808.htm Unassociated Document
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM ABS-15G
 
 
ASSET-BACKED SECURITIZER REPORT
Pursuant to Section 15G of the
Securities Exchange Act of 1934
 
Check the appropriate box to indicate the filing obligation to which this form is intended to satisfy:
 
x
Rule 15Ga-1 under the Exchange Act (17 CFR 240.15Ga-1) for the reporting period
April 1, 2013 to June 30, 2013
 
Date of Report (Date of earliest event reported):
 
June 30, 2013
 
Santander UK plc1
 
(Exact name of securitizer as specified in its charter)
 
     
025-00440
  
 0001087711
(Commission File Number of securitizer)
  
(Central Index Key Number of securitizer)
 
Thomas Ranger, +44 20 7756 6303
 
Name and telephone number, including area code,
of the person to contact in connection with this filing
 
 
Indicate by check mark whether the securitizer has no activity to report for the initial period pursuant to Rule 15Ga-1(c)(1) ÿ
 
Indicate by check mark whether the securitizer has no activity to report for the quarterly period pursuant to Rule 15Ga-1(c)(2)(i) ÿ
 
Indicate by check mark whether the securitizer has no activity to report for the annual period pursuant to Rule 15Ga-1(c)(2)(ii)  ÿ
 
 
1
Santander UK plc, as securitizer, is filing this Form ABS-15G in respect of all asset-backed securities issued in securitization programs sponsored by it and outstanding during the second quarterly reporting period in year 2013 in the residential mortgage asset class, and issued and offered by the issuing entities Fosse Master Issuer PLC and Holmes Master Issuer PLC in either offerings registered under the U.S. Securities Act of 1933, as amended (the Securities Act) or in reliance on Rule 144A under the Securities Act.  The information included in this Form does not include Santander UK plc's securitization programs under which asset-backed securities are issued and sold solely in offerings outside the United States in reliance on Regulation S under the Securities Act.
 
 
 
 
 
 
Item 1.01 Initial Filing of Rule 15Ga-1 Representations and Warranties Disclosure

Not applicable.

Item 1.02 Periodic Filing of Rule 15Ga-1 Representations and Warranties Disclosure

The following table sets forth activity for the second quarterly period 2013 with respect to asset-backed securities issued by Fosse Master Issuer PLC and by Holmes Master Issuer PLC, respectively.
 
 
 
 
 
 
 
 
 

Rule 15Ga-1 Periodic Filing for Fosse Master Issuer PLC under its Residential Mortgage Backed Note Programme

 
Name of Issuing Entity
Check if
Registered
Name of
Originator 1
Total Assets in
ABS by Originator 2
Assets That
Were Subject
of Demand 3
Assets That
Were Repurchased
or Replaced 3
Assets Pending Repurchase
or Replacement
(within cure period)
Demand
in Dispute
Demand
Withdrawn
Demand
Rejected
     
(#)
($) 4
(% of
prin-
cipal
bal-
ance)
(#)
($)
(% of
prin-
cipal
bal-
ance)
(#)
($)
(% of
prin-
cipal
bal-
ance)
(#)
($)
(% of
prin-
cipal
bal-
ance)
(#)
($)
(% of
 prin-
cipal
bal-
ance)
(#)
($)
(% of
prin-
cipal
bal-
ance)
(#)
($)
(% of
prin-
cipal
bal-
ance)
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
(k)
(l)
(m)
(n)
(o)
(p)
(q)
(r)
(s)
(t)
(u)
(v)
(w)
(x)
Asset Class:
Residential Mortgage Loans5
                                              
Issuing Entity:
Fosse Master Issuer PLC
                                              
(1)   Series 2010-1 Issuance (issued on 12 March 2010, stated as at 31 December 2009 cut-off date) 6
  
Alliance & Leicester plc
87,359
 
11,329,335,634.36
100.00%
 
                                    
(2)   Series 2010-2 Issuance (issued on 3 June 2010, stated as at 11 April 2010 cut-off date)
  
Alliance & Leicester plc
131,232
 
17,490,926,040.33
100.00%
 
                                    
(3)   Series 2010-3 Issuance (issued on 27 July 2010, stated as at 10 June 2010 cut-off date)
  
Alliance & Leicester plc
153,545
 
20,475,665,619.92
100.00%
                                    
(4)   Series 2010-4 Issuance (issued on 9 September 2010, stated as at 10 June 2010 cut-off date)
  
Alliance & Leicester plc
153,545
 
20,475,665,619.92
100.00%
                                    
(5)   Series 2011-1 Issuance (issued on 25 May 2011, stated as at 31 May 2011) 7
  
Alliance & Leicester plc
196,277
28,772,227,103.51
98.48%
                                    
 
Santander UK plc
 1,989
442,727,348.62
1.52%
                                    
(6)   Total (2011-1 Issuance)
    
198,266
29,214,954,452.13
100.00%
                                    
(7)   Series 2011-2 Issuance (issued on 6 December 2011, stated as at 31 December 2011) 7
  
Alliance & Leicester plc
188,083
 
26,075,178,022.07
89.83%
                                    
 
Santander UK plc
14,018
 
2,953,080,041.87
10.17%
                                    
(8)   Total (2011-2 Issuance)
    
202,101
29,028,258,063.94
100.00%
                                    
(9)   Series 2012-1 Issuance (issued on 23 May 2012, stated as at 3 April 2012)
  
Alliance & Leicester plc
210,118
 
 29,729,996,621.64
 
89.60%
                                    
 
Santander UK plc
15,675
 
3,450,315,339.78
 
10.40%
                                    
(10) Total (2012-1 Issuance)
    
225,793
33,180,311,961.42
100.00%
                                    
(11) Total assets in pool per originator (as at 30 June 2013)
  
Alliance & Leicester plc
185,274
 
 23,133,536,187.72
 
92.08%
3
1,376,415.97
0.01%
3
1,376,415.97
0.00%
0
0
0.00%
0
0
0.00%
0
0
0.00%
0
0
0.00%
 
Santander UK plc
10,734
 
1,990,721,745.29
 
7.92%
0
0
0.00%
0
0
0.00%
0
0
0.00%
0
0
0.00%
0
0
0.00%
0
0
0.00%
(12) Total (as at 30 June 2013)
  
Santander UK plc and Alliance & Leicester plc
196,008
 
25,124,257,933.01
100.00%
3
1,376,415.97
 
0.00%
3
1,376,415.97
 
0.00%
0
0
0.00%
0
0
0.00%
0
0
0.00%
0
0
0.00%
 
__________________________
1 Banco Santander, S.A., the parent company of Santander UK plc, acquired the entire issued share capital of Alliance & Leicester plc in October 2008 and, in January 2009, transferred all of its shares in Alliance & Leicester plc to Santander UK plc. On 28 May 2010 (the effective date), Alliance & Leicester plc transferred substantially all of its business, assets and liabilities to Santander UK plc pursuant to an English court-approved business transfer scheme. In December 2010, all Alliance & Leicester plc branches were rebranded as Santander. The asset pool under the Fosse Residential Mortgage Backed Note Programme contains assets originated by Alliance & Leicester plc prior to the effective date, but Alliance & Leicester plc no longer originates residential mortgages as a separate legal entity. From the effective date, mortgage loans originated by Santander UK plc were sold into this asset pool, subject to the satisfaction of relevant conditions under the documentation. Therefore, all references in this filing to “Alliance & Leicester plc” should now be regarded as references to “Santander UK plc”.
 
2 The total assets for columns (d), (e) and (f) are reported by reference to each issuance by the issuing entity, Fosse Master Issuer PLC, under its Residential Mortgage Backed Note Programme, as this is not a stand-alone securitisation (but a master trust). Accordingly, information as to assets that were the subject of demand and repurchased is shown in rows (11) and (12) in respect of the issuing entity (see Note 3 below). For each row, per issuance and per originator (if there is more than one), the total assets and outstanding principal balances of assets in the pool are shown. Rows (11) and (12) for columns (d), (e) and (f) also show the number and outstanding principal balance of assets in the entire asset pool backing the issuances by Fosse Master Issuer PLC, per originator (row 11) and totals (row 12), as at 30 June 2013, for the purpose of calculating the percentages of the repurchases as at the end of this quarterly reporting period.
 
3 The assets that were subject to demand and repurchased as a result of breaches of representations and warranties in relation to the asset-backed securities issued by Fosse Master Issuer PLC are shown in rows (11) and (12) for columns (g) to (x).
 
4 The total principal balance for these assets is originally stated in pounds sterling (GBP), being the underlying currency of the assets. For the purposes of this filing, this original sterling amount has been converted to US Dollars using historical exchange rates for GBP to USD conversions as provided by Bloomberg. For the amounts provided for issuances of Series 2010-1, 2010-2, 2010-3, 2010-4 Notes and 2012-1 in column (e), the relevant reference date for the exchange rate is the portfolio cut-off date shown in column (a). If the relevant reference date did not fall on a business day, the exchange rate provided by Bloomberg for the next following business day is used; unless such business day fell in another calendar month, in which case the exchange rate provided by Bloomberg for the immediately preceding business day is used. For amounts provided for the issuance of Series 2011-1 Notes in column (e), the relevant reference date for the exchange rate is the month end date shown in column (a) and, for the amounts provided for the issuance of Series 2011-2 Notes, the reference date for the exchange rate is 30 December 2011. For the figures provided as at the end of the quarter in rows (11) and (12), the historical GBP to USD exchange rate as stated by Bloomberg as at the last business day in that quarter is used (£1 = $1.5212).
 
5 These are residential mortgage loans secured over properties located in England, Wales, Scotland and Northern Ireland.
 
6 The number of assets and outstanding principal balances stated for columns (d) and (e) for the Series 2010-1, 2010-2, 2010-3, 2010-4 and 2012-1 Notes are stated as at the portfolio cut-off date of each such issuance. The portfolio cut-off date is the relevant reference date for the statistical information on the portfolio included in the offering document for each issuance.
 
 
7 The total number of assets and outstanding principal balances stated for columns (d) and (e) for the issuances of Series 2011-1 and Series 2011-2 Notes are stated as at the month end for the month in which the relevant issuance occurred, as the offering documents for these issuances did not provide separate information per originator as at the portfolio cut-off date, but a total number of assets in the pool. See also Notes 1 and 4 above.
 
 
 
 
 
Rule 15Ga-1 Periodic Filing for Holmes Master Issuer PLC under its Residential Mortgage Backed Note Programme

Name of Issuing Entity
Check if
Registered
Name of
Originator
Total Assets in
ABS by Originator 8
Assets That
Were Subject
of Demand 9
Assets That
Were Repurchased
or Replaced
Assets Pending Repurchase
or Replacement
(within cure period)
Demand
in Dispute
Demand
Withdrawn
Demand
Rejected
     
(#)
($) 10
(% of
prin-
cipal
bal-
ance)
(#)
($)
(% of
prin-
cipal
bal-
ance)
(#)
($)
(% of
prin-
cipal
bal-
ance)
(#)
($)
(% of
prin-
cipal
bal-
ance)
(#)
($)
(% of
 prin-
cipal
bal-
ance)
(#)
($)
(% of
prin-
cipal
bal-
ance)
(#)
($)
(% of
prin-
cipal
bal-
ance)
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
(k)
(l)
(m)
(n)
(o)
(p)
(q)
(r)
(s)
(t)
(u)
(v)
(w)
(x)
Asset Class:
Residential Mortgage Loans11
                                              
Issuing Entity:
Holmes Master Issuer PLC
                                              
(1)   Series 2010-1 Issuance (issued on 12 November 2010, stated as at 8 October 2010 cut-off date)12
  
Santander UK plc
135,820
 
22,413,583,709.02
 
100.00%
 
                                    
(2)   Series 2011-1 Issuance (issued on 9 February 2011, stated as at 8 December 2010 cut-off date)
  
Santander UK plc
131,722
 
21,336,403,177.89
 
100.00%
 
                                    
(3)   Series 2011-2 Issuance (issued on 25 March 2011, stated as at 8 December 2010 cut-off date)
  
Santander UK plc
131,722
 
21,336,403,177.89
 
100.00%
                                    
(4)   Series 2011-3 Issuance (issued on 21 September 2011, stated as at 8 August 2011 cut-off date)
  
Santander UK plc
113,966
 
18,529,805,933.92
 
100.00%
                                    
(5)   Series 2012-1 Issuance (issued on 25 January 2012, stated as at 30 November 2011 cut-off date)
  
Santander UK plc
141,296
23,413,735,416.42
100.00%
                                    
(6)   Series 2012-2 Issuance (issued on 19 April 2012, stated as at 29 February 2012 cut-off date)
  
Santander UK plc
147,224
24,428,499,421.11
 
100.00%
                                    
(7)   Series 2012-3 Issuance (issued on 8 June 2012, stated as at 30 April 2012 cut-off date)
  
Santander UK plc
144,445
24,312,768,341.61
 
100.00%
                                    
(8)   Series 2012-4 Issuance (issued on 28 August 2012, stated as at 30 June 2012 cut-off date)
  
Santander UK plc
139,865
 
22,628,010,627.50
 
100.00%
                                    
(9)   Series 2013-1 Issuance (issued on 30 May 2013, stated as at 31 March 2013 cut-off date)
  
Santander UK plc
147,372
23,282,515,917.80
100.00%
                                    
(10) Total (as at 30 June 2013)
  
Santander UK plc
138,667
21,681,687,373.31
100.00%
2
2,336,466.47
 
0.01%
2
2,336,466.47
0.01%
0
0
0%
0
0
0%
0
0
0%
0
0
0%

__________________________
8 The total assets for columns (d), (e) and (f) are reported by reference to each issuance by the issuing entity, Holmes Master Issuer PLC, as this is not a stand-alone securitisation (but a master trust). Accordingly, information as to assets that were the subject of demand and repurchased for this quarterly period is shown in row (10) in respect of the issuing entity. For each row, per issuance, the total assets and outstanding principal balances of assets in the pool are reported. Row (10) for columns (d), (e) and (f) also shows the number of total assets in the entire asset pool backing the issuances by Holmes Master Issuer PLC as at 30 June 2013 for the purpose of calculating the percentages of the repurchases for the second quarterly reporting period.
 
9 The assets that were subject to repurchase as a result of breaches of representations and warranties in relation to asset-backed securities issued by Holmes Master Issuer PLC are shown in row (10) for columns (g) to (x).
 
10 The total principal balance is originally stated in pounds sterling (GBP) under this structure, being the underlying currency of the assets. For this filing, the original sterling amount has been converted to US Dollars using historic exchange rates for GBP to USD conversions as provided by Bloomberg for the relevant reference date. For the amounts provided for issuances of asset-backed securities by Holmes Master Issuer PLC, the relevant reference date for the exchange rate is the portfolio cut-off date stated in column (a). For the outstanding principal balance of total assets in the entire pool in row (10), the relevant reference date for the exchange rate is the quarterly period end date stated in column (a). If the relevant reference date did not fall on a London business day, the exchange rate provided by Bloomberg for the next following London business day is used; unless such London business day fell in another calendar month, in which case the exchange rate provided by Bloomberg for the immediately preceding London business day is used.
 
11 These are residential mortgage loans secured over properties located in England, Wales and Scotland.
 
12 The numbers of loan accounts and total balances stated for columns (d) and (e) for all issuances by Holmes Master Issuer PLC are stated as at a portfolio cut-off date for each such issuance. The portfolio cut-off date is the relevant reference date for the statistical information on the portfolio included in the offering document for each issuance.
 

 
 
 
 
 
Item 1.03 Notice of Termination of Duty to File Reports under Rule 15Ga-1

Not applicable.


 
 
 
 

 
 
 
 
 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the reporting entity has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Santander UK plc
(Securitizer)



By:       /s/ Thomas Ranger                              
Name:  Thomas Ranger
Title:    Duly Authorized Attorney


Date:  August 8, 2013