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 share capital reduces by 2.09% following
completion of buy-back programme
Reference is made to our notice of inside information
of 19 February 2024 (official registry number
2114) (the "Buy-back Commencement
Communication"), relating to the buyback programme of
own shares approved by the board of directors of Banco Santander
(the "Buy-back Programme"
or the "Programme"). The
Bank informs that, after the last acquisitions mentioned below, the
maximum investment provided for in the Buy-back Programme (i.e. EUR
1,459 million) has been reached, having acquired a total of
331,305,000 own shares, representing
approximately 2.09% of the Bank's share capital. The acquisition of
shares under the Buy-back Programme has been communicated on a
regular basis, pursuant to the provisions of Articles 2.2 and 2.3
of the Commission Delegated Regulation (EU) No. 2016/1052. As a
consequence of the above, the Buy-back Programme has been
terminated in accordance with the terms set out when it was
announced.
As disclosed in the Buy-back
Commencement Communication, the purpose of
the Programme was to reduce the Bank's share capital by
redeeming the shares acquired thereunder, which was
authorised by the European Central Bank on 7 February 2024
(the "Capital
Reduction"). The implementation of the Capital
Reduction, which was approved at the Bank's ordinary general
shareholders' meeting held on 22 March 2024 on second call under
item 5 B of the agenda, is expected to take place at the meeting of
the board of directors of the Bank to be held on 25 June 2024.
As a result of the Capital Reduction, Banco
Santander's share capital will be reduced by EUR 165,652,500 through the cancellation of the
aforementioned 331,305,000 own shares, each
with a nominal value of EUR 0.50. Consequently, the Bank's share
capital will be set at EUR 7,747,136,786, represented by
15,494,273,572 shares, all of them of the
same class and series.
The purpose of the Capital Reduction is the
cancellation of the own shares acquired under the Buy-back
Programme, contributing to the remuneration of the Bank's
shareholders by increasing the profit per share, which is inherent
to the decrease in the number of shares. The Capital Reduction will
not entail the return of contributions to shareholders since the
Bank is the owner of the shares to be cancelled.
It is expected that a reserve for amortised capital
be created with a charge to the share premium reserve for an amount
equal to the nominal value of the cancelled shares (i.e. EUR
165,652,500), which may only be used under
the same conditions as those required for the reduction of the
share capital, pursuant to the provisions of Article 335 c) of the
Spanish Companies Law. Consequently, in accordance with the
provisions of such Article, the Bank's creditors will not be
afforded the right of objection referred to in Article 334 of the
same Law.
For purposes of the provisions of Article 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
331,305,000 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.
Accumulated share capital reduction resulting from
the buyback programmes
After the completion of the Buy-back Programme, which
will entail a share capital reduction of the Bank`s share capital
by approximately 2.09%, once the six buyback programmes carried out
against the 2021, 2022 and 2023 results have been completed the
accumulated share capital reduction amounts to EUR 923,183,865, with the Bank having repurchased
1,846,367,730 shares since November 2021,
almost 11% of its outstanding shares as of
that date.
Last transactions executed under the Programme
Moreover, pursuant to article 5 of Regulation (EU)
no. 596/2014 on Market Abuse of 16 April 2014, and articles 2.2 and 2.3 of Commission Delegated Regulation
(EU) 2016/1052, of 8 March 2016, the Bank informs, that it has carried out the
following transactions over its own shares between 13 and 17 June
2024 (both inclusive):
Date
|
Security
|
Transaction
|
Trading
venue
|
Number of
shares
|
Weighted
average price (€)
|
13/06/2024
|
SAN
|
Purchase
|
XMAD
|
6,200,717
|
4.4862
|
13/06/2024
|
SAN
|
Purchase
|
CEUX
|
1,534,833
|
4.4412
|
13/06/2024
|
SAN
|
Purchase
|
TQEX
|
265,752
|
4.4447
|
13/06/2024
|
SAN
|
Purchase
|
AQEU
|
598,698
|
4.4537
|
14/06/2024
|
SAN
|
Purchase
|
XMAD
|
6,149,973
|
4.3754
|
14/06/2024
|
SAN
|
Purchase
|
CEUX
|
2,222,901
|
4.3538
|
14/06/2024
|
SAN
|
Purchase
|
TQEX
|
291,757
|
4.3480
|
14/06/2024
|
SAN
|
Purchase
|
AQEU
|
635,369
|
4.3596
|
17/06/2024
|
SAN
|
Purchase
|
XMAD
|
4,703,357
|
4.3908
|
17/06/2024
|
SAN
|
Purchase
|
CEUX
|
581,140
|
4.3890
|
17/06/2024
|
SAN
|
Purchase
|
TQEX
|
89,415
|
4.3842
|
17/06/2024
|
SAN
|
Purchase
|
AQEU
|
231,088
|
4.3846
|
|
|
|
TOTAL
|
23,505,000
|
|
Issuer
name: Banco Santander, S.A. - LEI 5493006QMFDDMYWIAM13
Reference of the financial
instrument: ordinary shares - Code
ISIN ES0113900J37
Detailed information of the transactions carried out
within the referred period is attached as Annex I.
Boadilla del Monte (Madrid), 18 June 2024