Banco Santander S.A. Commencement of a program to repurchase own shares (1000H)
21 Novembre 2022 - 03:07PM
UK Regulatory (RNS & others)
TIDMBNC
RNS Number : 1000H
Banco Santander S.A.
21 November 2022
Banco Santander, S.A. ("Banco Santander" or the "Bank"), in
compliance with the Securities Market legislation, hereby communicates
the following:
INSIDE INFORMATION
Further to the inside information communicated on 27 September
2022 (registration number 1590), and having obtained the appropriate
regulatory authorization, Banco Santander hereby gives notice
of the commencement of a new program to repurchase own shares
(the "Buy-Back Programme" or the "Programme") for a maximum
amount equivalent to 20% of the Group's underlying profit in
the first half of 2022 ( EUR 979 MM euros). The Buy-Back Programme
will be executed pursuant to the resolutions adopted by the
general shareholders' meeting held on 3 April 2020 and in accordance
with the provisions of Article 5 of Regulation (EU) No. 596/2014
of the European Parliament and of the Council of 16 April 2014
on market abuse (the "Market Abuse Regulation") and in Commission
Delegated Regulation (EU) 2016/1052 (the "Delegated Regulation"),
and will have the following characteristics:
* Purpose of the Buy-Back Programme : to reduce the
Bank's share capital through the redemption of the
shares acquired under the Programme in the share
capital reduction approved by the 2022 Annual
Shareholders' Meeting under item 7 D of the agenda,
or any subsequent one that could be passed to this
end, subject to regulatory approval.
* Maximum investment : the Buy-Back Programme will have
a maximum monetary amount of EUR 978,864,820 .
* Maximum price : Banco Santander intends to implement
the Buy-Back Programme in a way that causes the
average purchase price of shares not to exceed 4.31
euro, corresponding to the tangible book value per
share at 30 September 2022.
* Maximum number of shares : The maximum number of
shares that may be acquired pursuant to the Programme
will depend on the average price at which they are
acquired, but will not exceed 1,530,040,081 shares .
Assuming that the average purchase price at which
shares are acquired pursuant to the Programme were
2.606 euros (corresponding to the closing price of
the Bank's share in the Spanish Stock Exchanges of 18
November 2022), the maximum number of shares that
would be acquired would be 375,619,654 (2.24% of the
Bank's share capital).
* Other conditions : shares will be purchased at market
price, subject to the following restrictions:
* The Bank may not purchase shares at a price higher
than the greater of the following two: (a) the price
of the last independent trade, or (b) the highest
current independent purchase bid on the trading venue
where the purchase is carried out. In no event will
the price be higher than a 3% excess of the last
listing price for trading operations in which the
Bank does not act for its own account on the Spain's
Automated Quotation System (Mercado Continuo).
* The Bank may not purchase on any trading day more
than 25% of the average daily volume of the Bank's
shares on the trading venue on which the purchase is
carried out. For the purposes of the above
computation, the average daily volume will be based
on the average daily volume traded in the twenty (20)
business days preceding the date of each purchase.
* Indicative duration of the Buy-Back Programme : from
22 November 2022 to 31 January 2023. However, the
Bank reserves the right to terminate the Buy-Back
Programme if, prior to its expiry date, the maximum
monetary amount is reached or if any other
circumstances so advise.
* Execution of the Buy-Back Programme : the Programme
will be managed by Goldman Sachs International, who
will independently make trading decisions concerning
timing. Acquisitions under the Buy-Back Programme may
be made in the Spanish Automated Quotation System
(Mercado Continuo), as well as in Turquoise Europe,
DXE Europe and Aquis Exchange Europe .
The interruption, termination o r modification of the Buy-Back
Programme will be duly communicated to the Spanish National
Securities Market Commission (Comisión Nacional del Mercado
de Valores). Transactions under the Buy-Back Programme will
be publicly disclosed within 7 daily market sessions following
the date of their execution.
Boadilla del Monte (Madrid), 21 November 2022
IMPORTANT INFORMATION
Non-IFRS and alternative performance measures
This document contains, in addition to the financial information
prepared in accordance with International Financial Reporting
Standards ("IFRS") and derived from our financial statements,
alternative performance measures ("APMs") as defined in the
Guidelines on Alternative Performance Measures issued by the
European Securities and Markets Authority (ESMA) on 5 October
2015 (ESMA/2015/1415en) and other non-IFRS measures ("Non-IFRS
Measures"). These financial measures that qualify as APMs and
non-IFRS measures have been calculated with information from
Santander Group; however those financial measures are not defined
or detailed in the applicable financial reporting framework
nor have been audited or reviewed by our auditors. We use these
APMs and non-IFRS measures when planning, monitoring and evaluating
our performance. We consider these APMs and non-IFRS measures
to be useful metrics for our management and investors to compare
operating performance between accounting periods, as these measures
exclude items outside the ordinary course performance of our
business, which are grouped in the "management adjustment" line
and are further detailed in Section 3.2. of the Economic and
Financial Review in our Directors' Report included in our Annual
Report on Form 20-F for the year ended 31 December 2021. Nonetheless,
these APMs and non-IFRS measures should be considered supplemental
information to, and are not meant to substitute IFRS measures.
Furthermore, companies in our industry and others may calculate
or use APMs and non-IFRS measures differently, thus making them
less useful for comparison purposes. For further details on
APMs and Non-IFRS Measures, including their definition or a
reconciliation between any applicable management indicators
and the financial data presented in the consolidated financial
statements prepared under IFRS, please see the 2021 Annual Report
on Form 20-F filed with the U.S. Securities and Exchange Commission
on 1 March 2022, updated by Form 6-K filed with the SEC on 8
April 2022 to incorporate the new organizational and management
structure, as well as the section "Alternative performance measures"
of the annex to the Banco Santander Q3 2022 Financial Report,
published as Inside Information on 26 October 2022. These documents
are available on Santander's website (www.santander.com). Ordinary
measures, which are included in this document, are non-IFRS
measures.
The businesses included in each of our geographic segments and
the accounting principles under which their results are presented
here may differ from the included businesses and local applicable
accounting principles of our public subsidiaries in such geographies.
Accordingly, the results of operations and trends shown for
our geographic segments may differ materially from those of
such subsidiaries.
Forward-looking statements
Banco Santander advises that this document contains "forward-looking
statements" as per the meaning of the U.S. Private Securities
Litigation Reform Act of 1995. These statements may be identified
by words like "expect", "project", "anticipate", "should", "intend",
"probability", "risk", "VaR", "RoRAC", "RoRWA", "TNAV", "target",
"goal", "objective", "estimate", "future" and similar expressions.
Found throughout this document, they include (but are not limited
to) statements on our future business development, economic
performance and shareholder remuneration policy. However, a
number of risks, uncertainties and other important factors may
cause actual developments and results to differ materially from
our expectations. The following important factors, among others,
could affect our future results and could cause materially different
outcomes from those anticipated in forward-looking statements:
(1) general economic or industry conditions of areas where we
have significant operations or investments (such as a worse
economic environment; higher volatility in the capital markets;
inflation or deflation; changes in demographics, consumer spending,
investment or saving habits; and the effects of the COVID-19
pandemic in the global economy); (2) exposure to various market
risks (particularly interest rate risk, foreign exchange rate
risk, equity price risk and risks associated with the replacement
of benchmark indices); (3) potential losses from early repayments
on our loan and investment portfolio, declines in value of collateral
securing our loan portfolio, and counterparty risk; (4) political
stability in Spain, the United Kingdom, other European countries,
Latin America and the US; (5) changes in legislation, regulations
or taxes, including regulatory capital and liquidity requirements,
especially in view of the UK exit from the European Union and
increased regulation in response to financial crises; (6) our
ability to integrate successfully our acquisitions and related
challenges that result from the inherent diversion of management's
focus and resources from other strategic opportunities and operational
matters; and (7) changes in our access to liquidity and funding
on acceptable terms, in particular if resulting from credit
spreads shifts or downgrade in credit ratings for the entire
Group or significant subsidiaries.
Numerous factors could affect our future results and could cause
those results deviating from those anticipated in the forward-looking
statements. Other unknown or unpredictable factors could cause
actual results to differ materially from those in the forward-looking
statements.
Forward-looking statements speak only as of the date of this
document and are informed by the knowledge, information and
views available on such date. Santander is not required to update
or revise any forward-looking statements, regardless of new
information, future events or otherwise.
No offer
The information contained in this document is subject to, and
must be read in conjunction with, all other publicly available
information, including, where relevant any fuller disclosure
document published by Santander. Any person at any time acquiring
securities must do so only on the basis of such person's own
judgment as to the merits or the suitability of the securities
for its purpose and only on such information as is contained
in such public information having taken all such professional
or other advice as it considers necessary or appropriate in
the circumstances and not in reliance on the information contained
in this document. No investment activity should be undertaken
on the basis of the information contained in this document.
In making this document available Santander gives no advice
and makes no recommendation to buy, sell or otherwise deal in
shares in Santander or in any other securities or investments
whatsoever.
Neither this document nor any of the information contained therein
constitutes an offer to sell or the solicitation of an offer
to buy any securities. No offering of securities shall be made
in the United States except pursuant to registration under the
U.S. Securities Act of 1933, as amended, or an exemption therefrom.
Nothing contained in this document is intended to constitute
an invitation or inducement to engage in investment activity
for the purposes of the prohibition on financial promotion in
the U.K. Financial Services and Markets Act 2000.
Historical performance is not indicative of future results
Statements about historical performance or accretion must not
be construed to indicate that future performance, share price
or future results (including earnings per share) in any future
period will necessarily match or exceed those of any prior period.
Nothing in this document should be taken as a profit forecast.
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END
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