TIDMBNC
RNS Number : 5344Q
Banco Santander S.A.
28 June 2022
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 reduces its share capital by 1.7% to cancel
the shares acquired in the share buy-back programme carried out
between March and May 2022 in the context of the shareholder
remuneration applicable to the results of financial year 2021.
The board of directors of Banco Santander has resolved today
to implement the Bank's sha re capital reduction through a cancellation
of own shares approved at the Bank's ordinary general shareholders'
meeting held on 1 April 2022 on second call under item 7 C of
the agenda (the "Capital Reduction").
It is hereby stated that, on 28 June 2022, the European Central
Bank granted the authorisation required to implement the Capital
Reduction in accordance with applicable regulations.
Banco Santander's share capital has been reduced by EUR 143,154,722.50
through the cancellation of 286,309,445 own shares, each with
a nominal value of EUR 0.50. The share capital resulting from
the Capital Reduction implementation has been set at EUR 8,397,200,792,
represented by 16,794,401,584 shares with a nominal value of
EUR 0.50 each, all of them of the same class and series.
The purpose of the Capital Reduction is the cancellation of the
Bank's own shares, contributing to the remuneration of the Bank's
shareholders by increasing the profit per share, a consequence
which is inherent to the decrease in the number of shares. The
Capital Reduction does not involve the return of contributions,
since the Bank is the owner of the cancelled shares, having acquired
them within the framework of the share buy-back programme, the
beginning and termination of which Banco Santander properly notified
to the market through the notice of inside information published
on 14 March 2022 with registration number 1360 and the notice
of other relevant information published on 6 May 2022 with registration
number 16098, respectively.
A reserve for amortised capital has been funded with a charge
to the share premium reserve for an amount equal to the nominal
value of the cancelled shares (i.e. EUR 143,154,722.50), which
may only be used under the same conditions as those required
for the reduction of the share capital, in accordance with article
335 c) of the Spanish Companies Law. Consequently, in accordance
with article 335 c) of the Spanish Companies Law, the Bank's
creditors are not afforded the right of opposition referred to
in article 334 of the Spanish Companies Law.
For purposes of the provisions of Section 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 286,309,445
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.
Boadilla del Monte (Madrid), 28 June 2022
IMPORTANT INFORMATION
Non-IFRS and alternative performance measures
This document contains, in addition to the financial information
prepared in accordance with International Financial Reporting
Standards ("IFRS") and derived from our financial statements,
alternative performance measures ("APMs") as defined in the Guidelines
on Alternative Performance Measures issued by the European Securities
and Markets Authority (ESMA) on 5 October 2015 (ESMA/2015/1415en)
and other non-IFRS measures ("Non-IFRS Measures"). These financial
measures that qualify as APMs and non-IFRS measures have been
calculated with information from Santander Group; however those
financial measures are not defined or detailed in the applicable
financial reporting framework nor have been audited or reviewed
by our auditors. We use these APMs and non-IFRS measures when
planning, monitoring and evaluating our performance. We consider
these APMs and non-IFRS measures to be useful metrics for our
management and investors to compare operating performance between
accounting periods, as these measures exclude items outside the
ordinary course performance of our business, which are grouped
in the "management adjustment" line and are further detailed
in Section 3.2 of the Economic and Financial Review in our Directors'
Report included in our Annual Report on Form 20-F for the year
ended 31 December 2021. Nonetheless, these APMs and non-IFRS
measures should be considered supplemental information to, and
are not meant to substitute IFRS measures. Furthermore, companies
in our industry and others may calculate or use APMs and non-IFRS
measures differently, thus making them less useful for comparison
purposes. For further details on APMs and Non-IFRS Measures,
including its definition or a reconciliation between any applicable
management indicators and the financial data presented in the
consolidated financial statements prepared under IFRS, please
see the 2021 Annual Report on Form 20-F filed with the U.S. Securities
and Exchange Commission (the "SEC") on 1 March 2022, as updated
by the Form 6-K filed with the SEC on 8 April 2022 in order to
reflect our new organizational and reporting structure, as well
as the section "Alternative performance measures" of the annex
to this Banco Santander, S.A. ("Santander") Q1 2022 Financial
Report, published as Inside Information on 26 April 2022. These
documents are available on Santander's website (www.santander.com).
Underlying measures, which are included in this document, are
non-IFRS measures.
The businesses included in each of our geographic segments and
the accounting principles under which their results are presented
here may differ from the included businesses and local applicable
accounting principles of our public subsidiaries in such geographies.
Accordingly, the results of operations and trends shown for our
geographic segments may differ materially from those of such
subsidiaries.
Forward-looking statements
Banco Santander, S.A. ("Santander") advises that this document
contains "forward-looking statements" as per the meaning of the
U.S. Private Securities Litigation Reform Act of 1995. These
statements may be identified by words like "expect", "project",
"anticipate", "should", "intend", "probability", "risk", "VaR",
"RoRAC", "RoRWA", "TNAV", "target", "goal", "objective", "estimate",
"future" and similar expressions. Found throughout this document,
they include (but are not limited to) statements on our future
business development, economic performance and shareholder remuneration
policy. However, a number of risks, uncertainties and other important
factors may cause actual developments and results to differ materially
from our expectations. The following important factors, in addition
to others discussed elsewhere in this document, could affect
our future results and could cause materially different outcomes
from those anticipated in forward-looking statements: (1) general
economic or industry conditions of areas where we have significant
operations or investments (such as a worse economic environment;
higher volatility in the capital markets; inflation or deflation;
changes in demographics, consumer spending, investment or saving
habits; and the effects of the war in Ukraine or the COVID-19
pandemic in the global economy); (2) exposure to various market
risks (particularly interest rate risk, foreign exchange rate
risk, equity price risk and risks associated with the replacement
of benchmark indices); (3) potential losses from early repayments
on our loan and investment portfolio, declines in value of collateral
securing our loan portfolio, and counterparty risk; (4) political
stability in Spain, the United Kingdom, other European countries,
Latin America and the US (5) changes in legislation, regulations,
taxes, including regulatory capital and liquidity requirements,
especially in view of the UK exit of the European Union and increased
regulation in response to financial crises; (6) our ability to
integrate successfully our acquisitions and related challenges
that result from the inherent diversion of management's focus
and resources from other strategic opportunities and operational
matters; and (7) changes in our access to liquidity and funding
on acceptable terms, in particular if resulting from credit spreads
shifts or downgrade in credit ratings for the entire Group or
significant subsidiaries.
Numerous factors could affect our future results and could cause
those results deviating from those anticipated in the forward-looking
statements. Other unknown or unpredictable factors could cause
actual results to differ materially from those in the forward-looking
statements.
Forward-looking statements speak only as of the date of this
document and are informed by the knowledge, information and views
available on such date. Santander is not required to update or
revise any forward-looking statements, regardless of new information,
future events or otherwise.
No offer
The information contained in this document is subject to, and
must be read in conjunction with, all other publicly available
information, including, where relevant any fuller disclosure
document published by Santander. Any person at any time acquiring
securities must do so only on the basis of such person's own
judgment as to the merits or the suitability of the securities
for its purpose and only on such information as is contained
in such public information having taken all such professional
or other advice as it considers necessary or appropriate in the
circumstances and not in reliance on the information contained
in this document. No investment activity should be undertaken
on the basis of the information contained in this document. In
making this document available Santander gives no advice and
makes no recommendation to buy, sell or otherwise deal in shares
in Santander or in any other securities or investments whatsoever.
Neither this document nor any of the information contained therein
constitutes an offer to sell or the solicitation of an offer
to buy any securities. No offering of securities shall be made
in the United States except pursuant to registration under the
U.S. Securities Act of 1933, as amended, or an exemption therefrom.
Nothing contained in this document is intended to constitute
an invitation or inducement to engage in investment activity
for the purposes of the prohibition on financial promotion in
the U.K. Financial Services and Markets Act 2000.
Historical performance is not indicative of future results
Statements about historical performance or accretion must not
be construed to indicate that future performance, share price
or results (including earnings per share) in any future period
will necessarily match or exceed those of any prior period. Nothing
in this document should be taken as a profit forecast.
Third Party Information
In particular, regarding the data provided by third parties,
neither Santander, nor any of its administrators, directors or
employees, either explicitly or implicitly, guarantees that these
contents are exact, accurate, comprehensive or complete, nor
are they obliged to keep them updated, nor to correct them in
the case that any deficiency, error or omission were to be detected.
Moreover, in reproducing these contents in by any means, Santander
may introduce any changes it deems suitable, may omit partially
or completely any of the elements of this document, and in case
of any deviation between such a version and this one, Santander
assumes no liability for any discrepancy.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
CARFPMFTMTBTBPT
(END) Dow Jones Newswires
June 28, 2022 12:24 ET (16:24 GMT)
Banco Santander (LSE:BNC)
Historical Stock Chart
From Apr 2024 to May 2024
Banco Santander (LSE:BNC)
Historical Stock Chart
From May 2023 to May 2024