Banco Santander, S.A.,
("Santander" or the
"Offeror") in accordance
with the provisions of the securities market legislation,
communicates the following:
OTHER RELEVANT
INFORMATION
Further to the communications made
on 7 May 2024 (registered under numbers 2235 and 28485) regarding
the invitation by Santander to holders of its outstanding
€1,500,000,000 4.75 per cent. Non-Step-Up Non-Cumulative Contingent
Convertible Perpetual Preferred Tier 1 Securities (ISIN:
XS1793250041) (the "Preferred
Securities") to tender their Preferred Securities for
purchase by the Offeror for cash in an aggregate nominal amount of
up to the Maximum Acceptance Amount (the "Offer"), the Offeror now announces the
results of the Offer.
Capitalised terms used but not
otherwise defined in this announcement shall have the meaning given
to them in the Tender Offer Memorandum.
The Expiration Time for the Offers
was 5.00 p.m. (CET) on 15 May 2024.
The Offeror hereby announces that it
will accept for purchase in accordance with the terms and subject
to the conditions (including the New Financing Condition) set out
in the Tender Offer Memorandum and at the relevant Purchase Price,
all Preferred Securities validly offered for Sale pursuant to the
Offer, without pro-ration, in an aggregate nominal amount of
€1,312,400,000 (the
Acceptance Amount), representing 87.49% of the outstanding nominal
amount of the Preferred Securities, as set out in the table
below.
Description of Preferred
Securities
|
ISIN
|
Outstanding Nominal Amount
|
First Optional Redemption
Date
|
Purchase Price
|
Acceptance Amount
|
Pro-ration factor
|
€1,500,000,000 4.75 per cent.
Non-Step-Up Non-Cumulative Contingent Convertible Perpetual
Preferred Tier 1 Securities
|
XS1793250041
|
€1,500,000,000
|
19 March 2025
|
100 per cent.
|
€1,312,400,000
|
N/A
|
Preferred Securities purchased by the
Offeror pursuant to the Offer will be cancelled by the Offeror and
will not be re-issued or re-sold. Preferred Securities which have
not been validly submitted or validly submitted but not accepted
for purchase pursuant to the Offer will remain outstanding.
Following the Settlement Date, there will be an
outstanding nominal amount of Preferred Securities of €
187,600,000
Payment of the Tender Consideration
in respect of the Preferred Securities accepted for purchase by the
Offeror will occur on the Settlement Date for the Offer which is
expected to be 20 May 2024.
Any requests for information in
relation to the Offers should be directed to the Dealer Managers or
the Tender Agent whose contact details are listed below.
DEALER MANAGERS
|
Banco Santander, S.A.
Ciudad Grupo Santander
Avenida de Cantabria s/n
28660
Madrid, Spain
Attn: Liability Management
Email: liabilitymanagement@gruposantander.com
|
Santander US Capital Markets
LLC 437 Madison Avenue, 10th Floor
New York, New York 10022
United States
Tel (U.S. Toll Free): +1 (855) 404-3636
Tel (collect): +1 (212) 350-0660
Attn: Liability Management Team
Email: AmericasLM@santander.us
|
THE TENDER AGENT
Kroll Issuer Services Limited The
Shard
32 London Bridge Street
London SE1 9SG
United Kingdom
Tel: +44 20 7704 0880 Attn: Alessandro Zorza
Email: santander@is.kroll.com
Website: https://deals.is.kroll.com/santander
|
Boadilla
del Monte (Madrid), 16 May 2024
NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY
PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE OR TO WHOM IT
IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS
ANNOUNCEMENT.
DISCLAIMER
This announcement must be read in
conjunction with the Tender Offer Memorandum. This announcement and
the Tender Offer Memorandum contain important information which
should be read carefully before any decision is made with respect
to the Offer. If any Qualifying Holder is in any doubt as to the
contents of this announcement, the Tender Offer Memorandum or the
action it should take, it is recommended to seek its own financial,
legal, regulatory and tax advice, including in respect of any tax
consequences, immediately from its broker, bank manager, solicitor,
accountant or other independent financial, tax or legal
adviser.
The distribution of this
announcement and the Tender Offer Memorandum in certain
jurisdictions may be restricted by law. Persons into whose
possession this announcement and/or the Tender Offer Memorandum
comes are required by each of the Offeror, the Dealer Managers and
the Tender Agent to inform themselves about, and to observe, any
such restrictions.
Notice to U.S.
Investors
The proposed transaction relates to
the securities of Banco Santander, S.A., a company incorporated in
Spain. Information distributed in connection with the proposed
transaction is subject to Spanish disclosure requirements that are
different from those of the United States.
It may be difficult for you to
enforce your rights and any claim you may have arising under the
U.S. federal securities laws in respect of the proposed
transaction, since the company is located in Spain and some or all
of its officers and directors are residents of Spain. You may not
be able to sue the company or its officers or directors in a
Spanish court for violations of the U.S. securities laws. Finally,
it may be difficult to compel the company and its affiliates to
subject themselves to a U.S. court's judgment.
You should be aware that the company
may purchase subject securities otherwise than under the proposed
transaction, such as in open market or privately negotiated
purchases, at any time during the pendency of the proposed
transaction.