Banco Santander S.A. Capital reduction (buy-back programme shares)
16 Marzo 2023 - 12:18PM
UK Regulatory (RNS & others)
TIDMBNC
RNS Number : 2331T
Banco Santander S.A.
16 March 2023
Banco Santander, S.A. (the "Bank" or "Banco Santander" ) , in
compliance with the Securities Market legislation, hereby
communicates the following:
OTHER RELEVANT INFORMATION
Banco Santander reduces its share capital by 2.03% to cancel
the shares acquired in the share buy-back programme carried out
between November 2022 and January 2023 in the context of the
shareholder remuneration applicable to the results of financial
year 2022.
On 1 February 2023, the board of directors of Banco Santander
resolved to implement the Bank's share capital reduction through
a cancellation of own shares approved at the Bank's ordinary
general shareholders' meeting held on 1 April 2022 on second
call under item 7 D of the agenda (the "Capital Reduction"),
subject to obtaining the relevant regulatory authorization.
On 15 March 2023, the European Central Bank granted the authorisation
required to implement the Capital Reduction in accordance with
applicable regulations.
Consequently, Banco Santander's share capital has been reduced
by EUR 170,203,286 through the cancellation of 340,406,572 own
shares, each with a nominal value of EUR 0.50. The share capital
resulting from the Capital Reduction implementation has been
set at EUR 8,226,997,506, represented by 16,453,995,012 shares
with a nominal value of EUR 0.50 each, all of them of the same
class and series.
The purpose of the Capital Reduction is the cancellation of the
Bank's own shares, contributing to the remuneration of the Bank's
shareholders by increasing the profit per share, a consequence
which is inherent to the decrease in the number of shares. The
Capital Reduction does not involve the return of contributions,
since the Bank is the owner of the cancelled shares, having acquired
them within the framework of the share buy-back programme, the
beginning and termination of which Banco Santander properly notified
to the market through the notice of inside information published
on 21 November 2022 with registration number 1669 and the notice
of other relevant information published on 1 February 2023 with
registration number 20244, respectively.
A reserve for amortised capital has been funded with a charge
to the share premium reserve for an amount equal to the nominal
value of the cancelled shares (i.e. EUR 170,203,286), which may
only be used under the same conditions as those required for
the reduction of the share capital, in accordance with article
335 c) of the Spanish Companies Law. Consequently, in accordance
with article 335 c) of the Spanish Companies Law, the Bank's
creditors are not afforded the right of opposition referred to
in article 334 of the Spanish Companies Law.
For purposes of the provisions of Section 411 of the Spanish
Companies Law and in accordance with Additional Provision One
of Law 10/2014 of 26 June on the organisation, supervision and
solvency of credit institutions, it is hereby stated for the
record that, as the Bank is a credit institution and the other
requirements set forth in the aforementioned Additional Provision
are met, the consent of the bondholder syndicates for the outstanding
debenture and bond issues is not required for the implementation
of the reduction.
The announcements of the Capital Reduction will be published
in the Official Gazette of the Spanish Commercial Registry and
on the Bank's corporate website ( www.santander.com ) in the
coming days.
Thereafter, the public deed regarding the corporate resolutions
on the Capital Reduction and amendment of the Bank's By-laws
will be granted and subsequently registered with the Commercial
Registry of Santander. In addition, the delisting of the 340,406,572
cancelled shares from the Spanish and foreign stock exchanges
or stock markets on which the Bank's shares are listed, and the
cancellation of the book-entry records of the cancelled shares
before the competent bodies will both be requested.
Boadilla del Monte (Madrid), 16 March 2023
IMPORTANT INFORMATION
Non-IFRS and alternative performance measures
This document contains financial information prepared according
to International Financial Reporting Standards (IFRS) and taken
from our consolidated financial statements, as well as 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, and other non-IFRS measures.
The APMs and non-IFRS measures were calculated with information
from Grupo Santander; however, they are neither defined or detailed
in the applicable financial reporting framework nor audited or
reviewed by our auditors.
We use these APMs and non-IFRS measures when planning, monitoring
and evaluating our performance. We consider them to be useful
metrics for our management and investors to compare operating
performance between periods.
Nonetheless, the APMs and non-IFRS measures are supplemental
information; their purpose is not 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 2022
Annual Report on Form 20-F filed with the U.S. Securities and
Exchange Commission (the SEC) on 1 March 2023, as well as the
section "Alternative performance measures" of the annex to the
Banco Santander, S.A. (Santander) 2022 Annual Report, published
as Inside Information on 28 February 2023. These documents are
available on Santander's website (www.santander.com). Underlying
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 businesses included 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.
Not a securities offer
This document and the information it contains does not constitute
an offer to sell nor the solicitation of an offer to buy any
securities.
Past performance does not indicate future outcomes
Statements about historical performance or growth rates must
not be construed as suggesting that future performance, share
price or results (including earnings per share) will necessarily
be the same or higher than in a previous period. Nothing in this
document should be taken as a profit and loss forecast.
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END
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March 16, 2023 07:18 ET (11:18 GMT)
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