Banco Santander S.A. Results of exchange offer (5781L)
09 Settembre 2019 - 8:00AM
UK Regulatory
TIDMBNC
RNS Number : 5781L
Banco Santander S.A.
06 September 2019
Banco Santander, S.A. ("Banco Santander"), in compliance with
the Securities Market legislation, hereby communicates the
following:
inside information
Banco Santander informs of the expiration of the acceptance
period of the exchange offers made for all the issued and
outstanding Series B shares of Banco Santander México, S.A.,
Institución de Banca Múltiple, Grupo Financiero Santander México
(the "Santander Mexico Shares" and "Santander Mexico",
respectively) and American Depositary Shares (each of which
represents five Santander Mexico Shares) (the "Santander Mexico
ADSs") not held, directly or indirectly, by Banco Santander, which
were formally launched in Mexico and the United States of America
on 8 August 2019 (the "Offers").
The results of the Offers have been as follows:
Offer Santander Mexico % out of total % of share
Shares tendered number of shares capital of
to which the Santander
Offer was addressed Mexico
================= ================== ===================== ============
Offer in Mexico 657,117,286 39% 10%
------------------ --------------------- ------------
Offer in US 1 475,050,788.535 28% 7%
------------------ --------------------- ------------
Total 1,132,168,074.535 67% 17%
------------------ --------------------- ------------
Therefore, Grupo Santander's shareholding in Santander Mexico
will increase from 74.96% to 91.65% of its share capital as a
result of the Offers, while the remaining 8.35% will remain held by
minority shareholders or as treasury stock.
To satisfy the exchange Banco Santander will issue 381,540,640
new shares (the "New Shares"), which represent approximately 2.35%
of Banco Santander's share capital as of this date (that is, not
including the New Shares yet), pursuant to the resolution passed by
the extraordinary general shareholders' meeting held on 23 July
2019. After the issuance of the New Shares, the share capital of
Banco Santander will amount to 8,309,057,291 Euros and will be
represented by 16,618,114,582 shares of 0.5 Euros of face value
each.
It is envisaged that settlement of the Offers and, thus,
delivery of the New Shares in exchange of the tendered Santander
Mexico ADSs and Santander Mexico Shares will take place on 16
September and 17 September, respectively.
Boadilla del Monte (Madrid), 6 September 2019
Information for investors
In connection with the exchange offer in the United States,
Banco Santander filed with the U.S. Securities and Exchange
Commission (the "SEC") a Registration Statement on Form F-4 and an
offer to exchange/prospectus. Investors and security holders are
urged to read the registration statement, offer to
exchange/prospectus and all other relevant documents filed with the
SEC regarding the exchange offer because they contain important
information.
All such documents filed with the SEC are available free of
charge at the SEC's website at www.sec.gov and from Santander Spain
at www.santander.com.
1 Including the Santander Mexico Shares underlying Santander Mexico ADSs.
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END
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