That we know very well, and we have a lot of experience. In terms of product, it's very much similar to what we have today in the U.K., and a very high-quality current account franchise, which, as I said, takes us to a much better place in terms of market shares. However, it is subscale relative to incumbents and therefore has a high cost-to-income ratio. This is why we're seeing significant cost savings. A summary of the strategic and financial rationale you can see again here: high-quality franchise, balance sheet with low risk in market transaction in a consolidated and well-regulated banking system. TSB improves our deposit franchise to top three in the U.K. in terms of market share in personal current accounts. From a returns perspective, this transaction enhances our U.K. ROTE to 16% in 2028.
That's two points ahead of what we would have achieved organically. It's also capital efficient with a CET1 impact, more than offset by the proceeds from Poland, and hence does not have any impact on our capital return targets, which we reiterate. Looking now at the combined operation, you can see here it strengthens our U.K. market positioning in a significant way, both strategically and operationally. We would grow our market share in mortgages by 2 % points. We're closely behind the top three, very close to number three. In personal current accounts, which is a key product for our business, we'll be top three in terms of market share, with very attractive costs for these accounts. Branch presence and digital capabilities, which we will now share with TSB, will allow us to be in a good place to continue to grow.
Very important, the quality of TSB balance sheet, which is, as I've said, low risk. TSB's loan portfolio is GBP 36 billion, mostly mortgages, 93% mortgages, of which 73% with a loan to value below 70%. The GBP 35 billion deposit base has a higher proportion of high-quality current accounts with a cost of deposits of 1.5%, which is well below some U.K.'s 2.3%. In addition, we'll get TSB's net interest margin will benefit from a structural hedge of nearly GBP 20 billion at an average yield of 1.7%. All in all, this makes this a high-quality franchise and high-quality retail acquisition for Santander, with an accretive funding profile and a low-risk asset base. You can see here our projections for our cost savings. We have clear visibility on these, both from this deal and those we have already planned organically through One Transformation.
Our existing One Transformation plan for the U.K., you can see here, would lead to a cost reduction over the next three years by 2028 of GBP 200 million. That's the first step. After the acquisition, our aim is to realize over GBP 400 million additional cost synergies from the combination. We have identified specific steps to achieve these numbers. First, we would discontinue TSB's investment plans on new projects. This does not generate any restructuring charges. Second, we would generate efficiencies by eliminating corporate center duplication. This would deliver at least GBP 100 million of savings. Third, replacing TSB's current IT and ops infrastructure, which will deliver another GBP 100 million in the next three years. Last but not least, we have further cost synergies related to property and a number of other areas, which total at least GBP 125 million.
We have a proven track record on integrating other banks in the U.K., as well as migrating into new IT systems. Our new core system Gravity will allow us to do this in a very smooth way. We are very confident in our capacity to deliver these synergies. The fact is we actually see upside to the numbers we are giving you here of 17%-20% combined cost-based savings that we are announcing today by the end of 2028. In terms of the ROTE improvement path, we would be aiming for a 1% increase per year on a standalone basis, reaching 14% by 2028. Cost synergies, we would add two additional percentage points, and the 16%, we believe we can get to at least 16% by 2028. Very important also is how we are planning in terms of the integration team.
Obviously, this will have some time until we get the approvals. We'll start working on the plans from now. The team would be led by Pedro Castro. Pedro Castro is on our U.K. board already for a number of years. He has been Regional Head of Europe and has a track record in executing synergies in Portugal in a number of bank acquisitions. The team would also leverage, as I mentioned, the One Transformation, which will help us to bring all these products onto our platform and which has already delivered structural gains across our markets. Pedro will be joined by Juan Olaizola. He has worked in Santander U.K. for 12-14 years. He was leading the integration of the large-scale acquisitions we did in those years: Abbey, Bradford & Bingley, and Alliance & Leicester. He will be leading the technology team.
Of course, Migranio, who's our CEO, who's also on the call with us. He is, by the way, a former TSB executive, so he knows the franchise well. In terms of CET1, we will have an impact of 50 basis points on the group CET1 ratio. We expect our CET1 ratio by the end of 2025 to be at least 13%, above 13%, on a pro forma basis. That includes the sale of Poland, the acquisition of TSB, and the extraordinary share buyback we announced of 3.2%. Again, on a pro forma basis, we expect to end this year with all three of these included above 13%. During 2026, additional strong organic capital generation will create further opportunities to duplicate capital in line with our capital hierarchy.
We want to again reaffirm our shareholder remuneration targets: at least GBP 10 billion in share buybacks out of 2025 and 2026 earnings. As I said, GBP 3.2 billion will happen in early 2026, included in the CET1 ratio as of the end of 2025. We remain fully on track to meet this target, again, through the existing shareholder remuneration policy. We see potential to exceed this commitment, driven by our strong capital generation through our profits and continuing growth in our profits. This will, of course, give us further flexibility to invest in high-return opportunities like TSB and to deliver higher shareholder remuneration also. In summary, we are very excited about this transaction. First, it complements our strategic aims. It is a bolt-on. It is an in-market deal. It strengthens our position in one of our core markets, and it enhances U.K.'s profitability through scale and synergies without increasing risk.
Second, it is highly accretive from a financial perspective. We expect EPS accretion from year one, even after restructuring cost, and reaching 4% at the group level by 2028, as well as returning 20% or at least 20%, actually above 20% on capital, even assuming lower cost synergies, which is well above buybacks and similar to returns from organic growth. Third, it is fully aligned with our capital allocation priorities. Limited impact on CET1. Our GBP 10 billion share buyback target for 2025-2026 remains on track. We'll maintain residual capital flexibility from 2026 and 2027 earnings to pursue additional organic or inorganic growth should opportunities arise. We're not contemplating anything at the moment. Overall, this is a disciplined, strategic, but very important value-accretive transaction, fully aligned with how we have always executed M&A at Santander. Very important, I said this when we sold Poland.
We were not the best owner of Poland. We believe we are the best owner for TSB. This is one of the key criteria the board considers when we consider bolt-ons, whether it is sales or acquisitions. Thank you so much. We are available for questions.
Thanks, Ana. We will now open to your questions. Just a reminder from my side, it is at star five to ask a question. We already have a few questions in the queue. Our first question is going to come from Paco Riquel at Alantra.
Yes, hello. Thank you for taking my questions. My first one is on the GBP 400 million of cost synergies, which is equivalent to around 55% of the TSB standard on cost basing 2025. This is much higher than the typical cost cutting of a bolt-on acquisition. If you can please elaborate more on the synergies and what the role of Gravity in achieving these acquisitions, to clarify whether the efficiency gains from the migration to the Gravity platform of your own operations in the U.K. are separate from this target and what type of execution risks you are considering in this integration. I have a second question, if I may. The TSB transaction accounts for about half of the capital gain from the sale of Poland. You are still maintaining the GBP 10 billion share buyback target.
I wonder if you want to leave flexibility for further bolt-on M&A opportunities. Thank you.
Let me just answer the second one first, and then Jose, you can give details. We have Juan Olaizola also who might want to add on the Gravity and why we feel very confident on the numbers we are giving you. Once we include Poland and TSB and the extraordinary share buyback, we would end this year at over 13%. Again, as we said, the extraordinary buyback would have come from 2026 and 2027 earnings. We are going to do 100% of that ahead thanks to the Poland acquisition. That would leave us in 2026-2027 with extra, obviously, derived indirectly from the Poland acquisition of around 50 basis points. Again, because that was the extraordinary buyback on 2025 and 2026 was coming from BAU. Let me just repeat this again.
We are advancing the extraordinary buyback, but we would still have 50 basis points available from expected 2026, actually 2026 earnings generated during 2026 to do additional extraordinary buybacks or potentially grow faster organically or potentially do bolt-ons according to our criteria. On the other question.
Synergies, Paco, I think we've given you a breakdown in the presentation. I think the first two components, which are investment cost and headquarter and support functions, have no execution risk. Basically, TSB is a mortgage bank on the asset side, which is what we are. On the liability side, they have personal current accounts. In fact, actually lower cost personal current accounts than us. That will add value. We are not entering into new businesses. We do not need to do new developments or develop new products. We can run TSB basically with the infrastructure that we have. The first two components have no, so the GBP 175 million-GBP 200 million, half of that has no execution risk.
I will let Juan comment on IT and property, but obviously, as you may imagine, there will be some duplicities that obviously will also generate additional synergies. To be honest, we see very low execution risk to these numbers. I will let now Juan comment on IT.
Yes, yes, I support what Cantera says. I mean, basically, the two initial concepts are simple. The IT has two components. One, as Anna mentioned, we have a book of work of about GBP 100 million that from day one is quite easy to reduce, stop investment in projects that doesn't make any sense. That will provide about GBP 70 million low risk to execute. Second, the migration, as Cantera said, is very low risk. We have analyzed in depth all the products. Most of them don't require additional development. They can be parametrized. They have similar offerings in Santander, and we have only the risk of a standard migration with a low risk, very similar to the one we did in Bradford & Bingley, which was executed quite fast. The last point, as you know, which is the overlapping of branches, we have identified that.
As most of the contracts in the U.K., they have fixed term. We have analyzed when the contracts are going to finish, and both for the headquarter, the one they have in London and the one they have in Edinburgh, we have baked that into the business plan. This provides the second element of reduction in cost, which is about 25% of the delivery of branches. We do not see a risk in the project. We think there is even potential possible offsite, which will mitigate any risk based on delay.
Our platform has enough infrastructure, and the volume is about the volume of TSB represents about 17%-20% transactionality of the volume of Santander UK, which we consider that is in terms of increasing cost in Santander, is something reasonable and does not suppose a significant volume increase that will force us to make any additional investment to the one we have planned for Santander UK.
Thank you, Juan.
Let me just wrap up by saying that we have provided specific numbers by specific buckets. This is important as this will mean that you will be able to track year after year our execution. Again, we have given you specific numbers with specific concepts, and this is something which will allow you to track these numbers quarter on quarter for the next three years or three and a half years.
Thanks, Paco. The next question comes from Alvaro Serrano at Morgan Stanley .
Good afternoon. Two questions, please. On Ana, in the when during the disposal of Poland, you made a big emphasis around the upside distribution. I think you've touched on it today, but I just want to make sure I understand it. In the absence of further M&A, would you still think would you still distribute anything above 13% in 2026? Is there upside to distribution still in the absence of further M&A? The second question is, I'm obviously not an M&A lawyer, but Sabadell and BBVA, there's a process there. Is there any risk around the timetable or getting this thing, this acquisition, this agreement through? Is there any risk around timetable and BBVA? If the ownership of Sabadell changes, what are the risks there of execution? Thank you.
Yes, in terms of distributions, again, would follow a capital hierarchy, as we have said I have said before. Yes, in principle, if we do not have organic growth above 20%, that makes sense. We would distribute above 13%. As I said, we are only using half of the Poland proceeds. We are advancing the buyback because of Poland. We are not using all of Poland. We are using half. We should have excess capital, significant excess capital by the end of 2026, which we could distribute or grow organically. In terms of the risks, I understand there is a shareholder vote, which obviously has to happen. I am not exactly sure of the timings, but I believe shareholders will need to approve this transaction within the next 30 days. It is also subject to regulatory approvals, again, and CMA. There are a number of processes in the U.K.
We don't anticipate any issues there.
Once it's approved by the shareholders' meeting, the transaction will take place independent of whether there is a change of control or not at Sabadell.
Thanks, Alvaro. The next question comes from Nacho Ulargui at BNP Paribas Exane.
Thanks very much for the presentation and for taking my questions. I just have one question. Wanted to see if you have explored any potential revenue synergies related to the transaction in terms of the different deposit costs that you have in TSB versus Santander. If you think there might be any potential risk on the revenue side that is contemplated in the numbers. Thank you.
We have looked at that, and no, we do not anticipate any issue. We have products that are aligned, and that would be compatible with the products that TSB has. That has been part of the due diligence. We do not anticipate any issue there in terms of contamination, as you say. Mike, do you want to add anything to that, Mike?
Just to say, the other important factor with this is that the TSB customers will end up having twice as many branches to access as they have today as well. In terms of liability, confidence in us retaining those liabilities through the transaction, that will also be a factor that's important to point out. I completely agree with what Anna just said.
Thanks, Nacho. The next question on the line is from Britta Schmidt at Autonomous. Britta, the line's open.
Yeah, good evening. Thanks for taking my questions. I've got three, please. The first one will be on the ROI calculation of more than 20%. Do you include the restructuring costs in the overall investment? What price is this based on, given that Sabadell guides that the final price might be higher? The second one will be on the 50 basis points CET1 impact. Could you provide a breakdown of this impact between RWAs, goodwill, and deductions, and have you incorporated any potential increase in special deductions post the share buyback and the deal? The third one is on funding. Given that Sabadell is SPE and you are MPE, how do you intend to deal with the internal MRO at TSB? Would you consider any repurchases of instruments and reissuance within your structure? Thank you.
In terms of the ROI, yes, restructuring costs are included in the over 20%. In terms of the CEG.
Let me just say, if we included the restructuring costs through the P&L, the return on capital invested would be 3%-4 % points higher. Okay? So we are using the most conservative calculation for return on capital invested.
Right. In terms of capital, the 50 basis points?
50 basis points also includes restructuring charges for around six to seven basis points, and it is around half reflated assets, half excess capital above book value.
The third one is minimal, right? The funding.
We will not change the policy. We will continue to basically minimize the cost by only issuing if the cost of issuing in any subsidiary, in this case, the U.K., is cheaper than issuing at group level. That will not change.
Britta, just to clarify, the difference in the price versus the 2.9 is you might have seen two prices, which is why you're asking the question, is the fact that the deal completes or closes next year. The profits in the interim period obviously will stay with the seller. We highlight that in our presentation. Happy to take any further questions, any details you need offline, if you'd like.
Thanks very much. The next question comes from Carlos Isoto of Kaiser Bank.
Yes, hi. Good afternoon. Just a quick one from my side, which is when you mentioned a 50 basis points negative impact on the CET1 ratio from the acquisition, those 50 basis points include the restructuring costs. Are you appointing them in those calculations, or are they excluded? Thank you very much.
I just, yeah. The 50 basis points include six to seven basis points of restructuring charges. Excluding restructuring charges, the consumption is around 42-43 basis points, half of which, again, is reflated assets, and half is the excess price above book value.
Thanks, Carlos. We have the last question on the line currently from Marta at Citi. Marta, go ahead.
Thank you very much. My first question is, why the U.K.? You are combining two dwindling franchises. Both TSB and Santander have been losing market share in loans and deposits for a number of quarters now. I understand. I see the upside, of course, of becoming more efficient and taking costs out of both. How do you see the revenue line of both entities going forward? My second question is, if you're going to be, I don't know to what extent you will be, this will be a distraction that would prevent you from pursuing non-organic opportunities in other markets that you've sounded in the past being very excited, and I'm talking about Mexico. Do you think you could potentially be running both at the same time? Thank you.
First, we are a very strong bank in the U.K. in mortgages. We are always one of the best, if not the best, under stress test from the PRA. This is a business we know well. We are going to be very close to number three for mortgages, number three in PCAs. It actually makes a significant difference. We will be at a much better scale to compete. At the same time, we will continue to invest through the group scale One Transformation. A lot of this is already in train, and a lot of this would have been reflected in a 14% return. Now, it should be 16% and sooner than the 14%. Again, 16% return in the U.K., stable market, low risk, which adds to our diversification. We believe this is strategically and financially very compelling. In terms of the structural hedge.
Yeah, there is one thing that we did not touch upon yet, which is the TSB structural hedge. They had GBP 20 billion at a yield of around 1.7%, which is expected to deliver an increase of around GBP 100 million per year in the next two to three years from GBP 345 million contribution in 2024.
Yes. Just to emphasize that we are not looking at any other bolt-on acquisitions. I mean, I just reiterated the fact that we are consistent with our capital hierarchy. This bolt-on in a core market is absolutely aligned with what we have been saying strategically, and it makes financial sense, again, aligned with the goals we have for bolt-on acquisitions. Let me reiterate, we are not looking for additional bolt-ons. Our capital hierarchy is what it is. We believe we have a lot of internal profitable organic growth, as we have said in the last quarters. We are very excited about the One Transformation and the benefits that this will continue to deliver, not just this year, but in coming years.
Thanks, Marta. We have another question on the line from Chris Hallam at Goldman Sachs. Chris, please go ahead.
Yeah, thank you for taking my questions and for all the details so far. Just two just quick clarifications from me. First, on the restructuring costs, the GBP 520 million. Have you given any indication on the phasing of that across 2026 and 2027? And then secondly, on slide 10, the walk you gave on the efficiency path, the first block, the GBP 75 million of investment costs, is that something that would entirely be for you to deliver on, or would you expect the seller to start to run down those investment costs prior to the change in control? So would the kind of the cost base you inherit already reflect some rundown on that investment cost line item? Thank you.
No, I think in terms of the restructuring costs, I would say most in 2026, but also 2027. So 2026, 2027, I would guess that more than 50% in 2026, two-thirds in 2026 and 2027. In terms of the projects.
Running down of investments. Juan, do you have any visibility on that? I mean, it's probably.
This is a.
They run the bank. Yeah, they will run the bank until it gets approved.
It will be desirable they stop to invest in projects that do not make any sense, but they are independent. They will run the bank. It will get regulatory approval, and we can guarantee that the day we arrive, we will stop the project. We cannot say anything, and we cannot contact them because it is a legal requirement. It is up to them to decide to do it or not.
Hopefully, that clarifies your question, Chris, but do give us a call if you'd like to discuss that in more detail. That's it in terms of Q&A. I'm going to pass to Ana to conclude very quickly, but just before that, for anybody who missed the call or any of the slides, the IR team is available to give you any details you need. We have a lot of presentation materials on the website, and we are available if you have any further questions. Ana, back to you for the last word.
Thank you, Raul. I'd say just three main messages. One is that the acquisition represents Santander's continuing strategic commitment to our customers in the U.K. We see the U.K. as an attractive market, and this is a vote of confidence in the U.K. economy. In our strategy, it's a compelling opportunity that is financially attractive for our shareholders and aligned with our long-term objectives. Second, we are creating a stronger and more competitive U.K. business. We will become number three in personal current account by market share, number four in mortgages. Bigger scale, which complemented to our One Transformation, will deliver significant benefits over the next three years. Finally, it also reflects our commitment to growing profitably through disciplined capital allocation. I want to reiterate and finish by saying that this is a strategic redeployment of capital.
We sold Poland at 2.2 times tangible book, and we are acquiring TSB at 1.45. It is a return on investment over 20%, above organic capital allocation and share buybacks, with low execution risk in a market we know well and have proven track record and integrations, expecting EPS accretion already in year one and 4% by 2024. It is fully funded by the Poland sale without any impact on existing distribution policies or buybacks. That would be my summary. Thank you very much again. Any questions, Raul and the team are available. Thank you.