Banco Santander S.A. New issue: PCCS - Final terms and conditions (6530C)
19 April 2017 - 3:22AM
UK Regulatory
TIDMBNC
RNS Number : 6530C
Banco Santander S.A.
18 April 2017
MATERIAL FACT
Further to the material fact notified earlier today, Banco
Santander, S.A. ("Banco Santander" or the "Bank") informs that,
following completion of the accelerated bookbuilding process, the
final terms and conditions of the issue of perpetual preferred
securities contingently convertible into newly issued ordinary
shares of Banco Santander (the "Issue" and the "PCCS") have been
approved.
The PCCS will be issued at par and its remuneration, whose
payment is subject to certain conditions and to the discretion of
the Bank, has been set at 6.75% on an annual basis for the first
five years. After that, it will be reviewed by applying a margin of
680.3 basis points on the Euro five-year Mid-Swap Rate. The final
amount of the Issue has been EUR 750,000,000.
Banco Santander will request the European Central Bank to
qualify the PCCS as additional tier 1 under the European Regulation
575/2013. The PCCS are perpetual although 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
ratio (CET1) of the Bank or its consolidated group, calculated in
accordance with European Regulation 575/2013, were to fall below
5.125%. The CET1 of the Group (phased-in) was, as of 31 December
2016, of 12.534%, and the proforma ratio after the issue would be
of 12.661%. An application will be made for the PCCS to be admitted
to trading on the Global Exchange Market of the Irish Stock
Exchange.
The Issue is targeted only at qualified investors.
Boadilla del Monte (Madrid), 18 April 2017
IMPORTANT INFORMATION
This material fact does not constitute an offer to sell, or the
solicitation of an offer to buy any securities, nor shall there be
any sale of such securities in any state of the United States or in
another 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. The securities
described above have not been registered under the U.S. Securities
Act of 1933, as amended, or any applicable securities laws of any
other jurisdiction. Unless so registered, such securities may not
be offered or sold in the United States or any other jurisdiction
except pursuant to an exemption from the registration requirements
of the U.S. Securities Act of 1933, as amended, and any applicable
securities laws of such other jurisdiction.
This material fact does not constitute an offer document or an
offer of transferable securities to the public in the United
Kingdom to which section 85 of the Financial Services and Markets
Act 2000 ("FSMA") applies 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
section 85(1) of FSMA.
This material fact does not constitute an offer to the public in
Italy of financial products, as defined under article 1, paragraph
1, letter (t) of legislative decree no. 58 of 24 February 1998, as
amended (the "Financial Services Act"). The PCCS cannot be offered
or sold in the Republic of Italy either on the primary or on the
secondary market to any natural persons nor to entities other than
qualified investors (investitori qualificati) as defined pursuant
to Article 100 of the Financial Services Act and Article 34-ter,
paragraph 1, letter b) of Regulation No. 11971 of May 14, 1999, as
amended (the "Issuers Regulations") issued by the Commissione
Nazionale per le Società e la Borsa, the Italian securities and
financial markets regulator ("CONSOB") or unless in circumstances
which are exempt from the rules on public offers pursuant to
Article 100 of the Financial Services Act and the implementing
CONSOB regulations, including the Issuers Regulations. This
material fact is for informational 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 Directive 2003/71/EC of the
European Parliament and of the Council of 4 November 2003 on the
prospectus to be published when securities are offered to the
public or admitted to trading.
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 Joint Lead Managers or any of their respective
affiliates. Additionally, the PCCS will not be offered, distributed
or sold in Spain nor to Spanish residents.
This material fact is an announcement and not a prospectus and
investors should not subscribe for or purchase any securities
referred herein except on the basis of the information in the
offering circular.
Restrictions on Marketing and Sales to Retail Investors
The PCCS are not intended to be sold and should not be sold to
retail clients in the European Economic Area, as defined in the
rules set out in the Product Intervention (Contingent Convertible
Instruments and Mutual Society Shares) Instrument 2015 (as amended
or replaced from time to time) (the "PI Rules") other than in
circumstances that do not and will not give rise to a contravention
of those rules by any person. By making or accepting an offer to
purchase any PCCS from the Issuer or the Joint Lead Managers, each
prospective investor will be deemed to have represented, warranted,
and undertaken to the Issuer and each of the Joint Lead Managers
that (i) it is not a retail client; and (ii) it will not take any
action which would result in a breach by the Issuer or any other
person of the PI Rules (as defined herein). Potential investors
should read the whole of the related offering circular, in
particular the "Risk Factors" section and the "Restrictions on
Marketing and Sales to Retail Investors" section.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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