REG - Banco Santander S.A. - Invitation to buy outstanding preferred securities

Banco Santander SAAnnouncement

16/05/2024 15:15

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RNS Number : 7852O  Banco Santander S.A.  16 May 2024

Banco Santander, S.A., ("Santander" or the "Offeror") in accordance with the
provisions of the securities market legislation, communicates the following:

OTHER RELEVANT INFORMATION

Further to the communications made on 7 May 2024 (registered under numbers
2235 and 28485) regarding the invitation by Santander to holders of its
outstanding €1,500,000,000 4.75 per cent. Non-Step-Up Non-Cumulative
Contingent Convertible Perpetual Preferred Tier 1 Securities (ISIN:
XS1793250041) (the "Preferred Securities") to tender their Preferred
Securities for purchase by the Offeror for cash in an aggregate nominal amount
of up to the Maximum Acceptance Amount (the "Offer"), the Offeror now
announces the results of the Offer.

Capitalised terms used but not otherwise defined in this announcement shall
have the meaning given to them in the Tender Offer Memorandum.

The Expiration Time for the Offers was 5.00 p.m. (CET) on 15 May 2024.

The Offeror hereby announces that it will accept for purchase in accordance
with the terms and subject to the conditions (including the New Financing
Condition) set out in the Tender Offer Memorandum and at the relevant Purchase
Price, all Preferred Securities validly offered for Sale pursuant to the
Offer, without pro-ration, in an aggregate nominal amount of €1,312,400,000
(the Acceptance Amount), representing 87.49% of the outstanding nominal amount
of the Preferred Securities, as set out in the table below.

 

 Description of Preferred Securities                                    ISIN          Outstanding Nominal Amount  First Optional Redemption Date  Purchase Price  Acceptance Amount  Pro-ration factor
 €1,500,000,000 4.75 per cent. Non-Step-Up Non-Cumulative Contingent    XS1793250041  €1,500,000,000              19 March 2025                   100 per cent.   €1,312,400,000     N/A
 Convertible Perpetual Preferred Tier 1 Securities

 

Preferred Securities purchased by the Offeror pursuant to the Offer will be
cancelled by the Offeror and will not be re-issued or re-sold. Preferred
Securities which have not been validly submitted or validly submitted but not
accepted for purchase pursuant to the Offer will remain outstanding. Following
the Settlement Date, there will be an outstanding nominal amount of Preferred
Securities of € 187,600,000

Payment of the Tender Consideration in respect of the Preferred Securities
accepted for purchase by the Offeror will occur on the Settlement Date for the
Offer which is expected to be 20 May 2024.

Any requests for information in relation to the Offers should be directed to
the Dealer Managers or the Tender Agent whose contact details are listed
below.

 

 

 DEALER MANAGERS
 Banco Santander, S.A.                           Santander US Capital Markets LLC
 Ciudad Grupo Santander                          437 Madison Avenue, 10th Floor

Avenida de Cantabria s/n
New York, New York 10022

28660
United States

Madrid, Spain
Tel (U.S. Toll Free): +1 (855) 404-3636

Attn: Liability Management
Tel (collect): +1 (212) 350-0660

Email: liabilitymanagement@gruposantander.com
Attn: Liability Management Team

Email: AmericasLM@santander.us
 THE TENDER AGENT

Kroll Issuer Services Limited
 The Shard

32 London Bridge Street

London SE1 9SG

United Kingdom

Tel: +44 20 7704 0880
 Attn: Alessandro Zorza

Email: santander@is.kroll.com

Website: https://deals.is.kroll.com/santander

Boadilla del Monte (Madrid), 16 May 2024

 

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON
LOCATED OR RESIDENT IN ANY JURISDICTION WHERE OR TO WHOM IT IS UNLAWFUL TO
RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

 

 

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer
Memorandum. This announcement and the Tender Offer Memorandum contain
important information which should be read carefully before any decision is
made with respect to the Offer. If any Qualifying Holder is in any doubt as to
the contents of this announcement, the Tender Offer Memorandum or the action
it should take, it is recommended to seek its own financial, legal, regulatory
and tax advice, including in respect of any tax consequences, immediately from
its broker, bank manager, solicitor, accountant or other independent
financial, tax or legal adviser.

The distribution of this announcement and the Tender Offer Memorandum in
certain jurisdictions may be restricted by law. Persons into whose possession
this announcement and/or the Tender Offer Memorandum comes are required by
each of the Offeror, the Dealer Managers and the Tender Agent to inform
themselves about, and to observe, any such restrictions.

Notice to U.S. Investors

The proposed transaction relates to the securities of Banco Santander, S.A., a
company incorporated in Spain. Information distributed in connection with the
proposed transaction is subject to Spanish disclosure requirements that are
different from those of the United States.

It may be difficult for you to enforce your rights and any claim you may have
arising under the U.S. federal securities laws in respect of the proposed
transaction, since the company is located in Spain and some or all of its
officers and directors are residents of Spain. You may not be able to sue the
company or its officers or directors in a Spanish court for violations of the
U.S. securities laws. Finally, it may be difficult to compel the company and
its affiliates to subject themselves to a U.S. court's judgment.

You should be aware that the company may purchase subject securities otherwise
than under the proposed transaction, such as in open market or privately
negotiated purchases, at any time during the pendency of the proposed
transaction.

 

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