RNS Number : 7589T
Banco Santander S.A.
16 November 2023
Banco Santander, S.A. ("Banco Santander" or the "Bank") , in
compliance with the Securities Market legislation, hereby announces
OTHER RELEVANT INFORMATION
Banco Santander announces that it has completed the placement of
two series of preferred securities contingently convertible into
newly issued ordinary shares of the Bank, excluding the pre-emptive
subscription rights of its shareholders, for a total nominal amount
of two billion five hundred million U.S. dollars ($ 2,500,000,000)
(the "Issue" and the "CoCos"). The total nominal amount of the
Issue is divided as follows between each of the two series:
(i) Series 13: with a nominal amount of one billion one hundred
and fifty million U.S. dollars ($ 1,150,000,000).
(ii) Series 14: with a nominal amount of one billion three
hundred and fifty million U.S. dollars ($ 1,350,000,000).
The placement of the Issue has been carried out through an
accelerated book-building targeted at professional investors and
eligible counterparties only.
The CoCos are issued at par and its remuneration, the payment of
which is subject to certain conditions and to the discretion of the
Bank, has been set as follows for each of the two series:
(i) Series 13: at 9.625% on an annual basis for the first 5
years and 6 months, which will be reviewed every 5 years
thereafter, in accordance with the terms and conditions of the
CoCos, by applying a margin of 530.60 basis points to the rate
resulting from the applicable 5-year UST.
(ii) Series 14: at 9.625% on an annual basis for the first 10
years, which will be reviewed every 5 years thereafter, in
accordance with the terms and conditions of the CoCos, by applying
a margin of 529.80 basis points to the rate resulting from the
applicable 5-year UST.
Once issued, the CoCos will be eligible as additional tier 1
capital of Banco Santander in accordance with Regulation (EU) No.
575/2013 of the European Parliament and of the Council of 26 June
2013 on prudential requirements for credit institutions and
investment firms ("CRR"). The CoCos are perpetual, but they may be
called under certain circumstances and would be converted into
newly issued ordinary shares of Banco Santander if the common
equity tier 1 (CET1) ratio of the Bank or its consolidated group,
calculated in accordance with CRR, were to fall below 5.125%. As of
30 September 2023, the fully loaded consolidated CET1 ratio of the
Bank was 12.3%.
The Bank will request the admission of the CoCos to trading on
the New York Stock Exchange.
The Bank also announces that, as of today, the report of the
directors of the Bank concerning the basis and rules for the
conversion of the CoCos and the exclusion of pre--emptive
subscription rights, issued in accordance with articles 414.2,
417.2 and 510 of the Spanish Companies Act (Ley de Sociedades de
Capital), will be available on the Bank's website (
www.santander.com ). The aforementioned report will also be
provided to the shareholders at the first general shareholders'
meeting to be held after the Issue.
Boadilla del Monte (Madrid), 16 November 2023
This other relevant information notice does not constitute an
offer to sell, or the solicitation of an offer to buy these
securities, nor shall there be any sale of such securities in any
state of the United States or in any other jurisdiction in which
such offer, solicitation or sale would not be permitted before
registration or qualification under the securities laws of such
state or jurisdiction. This document may not be distributed,
directly or indirectly, in any jurisdiction in which said
distribution is contrary to applicable laws.
No action has been made or will be taken that would permit a
public offering of any securities described herein in any
jurisdiction in which action for that purpose is required. No
offers, sales, resales or delivery of any securities described
herein or distribution of any offering material relating to any
such securities may be made in or from any jurisdiction except in
circumstances which will result in compliance with any applicable
laws and regulations and which will not impose any obligation on
the Bank or the underwriters of the Issue or any of their
In connection with the Issue of the CoCos , the Bank has filed a
registration statement (including a prospectus), and a prospectus
supplement with the US Securities and Exchange Commission (the
"SEC"). Before you invest, you should read the prospectus and
prospectus supplement included in that registration statement and
the other documents the Bank has filed with the SEC for more
complete information about the Bank and the offer of the CoCos .
You may obtain these documents for free by visiting the SEC's web
site at www.sec.gov .
This notice is an announcement and not a prospectus, and
investors should not subscribe for or purchase any securities
referred to herein except on the basis of the information included
in the prospectus and the prospectus supplement and the other
documents filed by the Bank with the SEC that are incorporated by
reference in the registration statement.
This notice does not constitute an offer document or an offer of
transferable securities to the public in the United Kingdom in
accordance with the Financial Services and Markets Act 2000
("FSMA") and should not be considered as a recommendation that any
person should subscribe for or purchase any of the securities
described herein. These securities will not be offered or sold to
any person in the United Kingdom except in circumstances which have
not resulted and will not result in an offer to the public in the
United Kingdom in contravention of the FSMA.
This notice does not constitute an offer to the public in Italy
of financial products, as defined under legislative decree no. 58
of 24 February 1998, as amended (the "Financial Services Act"). The
offering of the preferred securities has not been registered with
the Commissione Nazionale per le Società e la Borsa ("CONSOB")
pursuant to Italian securities legislation and, accordingly, the
securities described herein may not be offered, sold or delivered,
nor any copies of the prospectus, the prospectus supplement or of
any other document relating to the preferred securities be
distributed in Italy, except: (a) to qualified investors
(investitori qualificati), as defined pursuant to Article 2 of the
Regulation (EU) 2017/1129 of the European Parliament and of the
Council of 14 June 2017 on the prospectus to be published when
securities are offered to the public or admitted to trading on a
regulated market (the "Prospectus Regulation") and any other
applicable regulation of the Financial Services Act and the Italian
CONSOB Regulation ("CONSOB Regulation"); or (b) in any other
circumstances which are exempted from the rules on public offerings
pursuant to Article 1 of the Prospectus Regulation, Article 100 of
the Financial Services Act, Article 34ter of the CONSOB Regulation
No. 11971 of 14 May 1999, as amended from time to time, and the
applicable Italian laws.
The offer, sale or distribution of CoCos, as well as any
subsequent resale, cannot be carried out in Spain unless it
complies with all legal and regulatory requirements under Spanish
securities laws or in circumstances that do not require the
registration of a prospectus in Spain.
This notice is for information purposes only and does not
constitute and shall not, in any circumstances, constitute a public
offering or an invitation to the public in connection with any
offer within the meaning of the Prospectus Regulation.
As set out in the CoCos ' prospectus and prospectus supplement,
there are further restrictions to offer, sale or distribute in
different jurisdictions, including Canada, Hong Kong, Japan, the
People's Republic of China, Republic of Korea, Taiwan, Singapore,
Switzerland and Australia.
Restrictions on marketing and sale and resale to retail
The CoCos are not intended to be offered, sold or otherwise made
available and should not be offered, sold or otherwise made
available to retail clients (as defined in Directive 2014/65/EU of
the European Parliament and of the Council of 15 May 2014 on
Markets in Financial Instruments and amending Directive 2002/92/EC
and Directive 2011/61/EU (MiFID II), as amended or replaced from
time to time, and Regulation (EU) 2017/565 as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act of
2018 (EUWA)). Prospective investors are referred to the section
headed "Important Information" of the prospectus supplement for
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(END) Dow Jones Newswires
November 17, 2023 02:00 ET (07:00 GMT)
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