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 communication made on
23 September 2024 (registered under number 2389) regarding the
invitation by Santander to holders of its outstanding
€1,500,000,000 1.375 per cent. Senior Non-Preferred Instruments due
January 2026 (ISIN: XS2168647357) (the "EUR SNP Notes") and €1,750,000,000 3.750 per cent. Fixed Rate Senior Preferred
Instruments due January 2026 (ISIN: XS2575952424) (the
"EUR SP Notes" and,
together with the EUR SNP Notes, the "Notes" and each a "Series") to
tender any and all of such Notes for purchase by the Offeror for
cash, in accordance with the terms of the tender offer memorandum
dated 23 September 2024 (the "Tender Offer Memorandum") (the
"Offers"), the Offeror now
announces the results of the Offers.
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 27 September 2024.
The Offeror hereby announces that it
will accept for purchase in accordance with the terms and subject
to the conditions set out in the Tender Offer Memorandum and at the
relevant Purchase Price: (i) €502,700,000 in aggregate principal
amount of the EUR SNP Notes ; and (ii) €713,700,000 in aggregate
principal amount of the EUR SP Notes, as set out in the table
below.
Description of Notes
|
ISIN
|
Maturity Date
|
Aggregate principal amount
accepted
|
Reference Benchmark
|
Reference Benchmark Yield
|
Purchase Spread
|
Purchase Yield
|
Purchase Price (expressed as a
percentage)
|
Accrued Interest Amount
|
€1,500,000,000 1.375 per cent. Senior
Non-Preferred Instruments due January 2026
|
XS2168647357
|
5 January 2026
|
€502,700,000
|
EUR SNP Interpolated Mid-Swap
Rate
|
2.616%
|
+15 bps.
|
2.766%
|
98.297%
|
€5,117,988.70
|
€1,750,000,000 3.750 per cent. Fixed
Rate Senior Preferred Instruments due January 2026
|
XS2575952424
|
16 January 2026
|
€713,700,000
|
EUR SP Interpolated Mid-Swap
Rate
|
2.605%
|
+5 bps.
|
2.655%
|
101.360%
|
€19,012,468.41
|
Notes purchased by the Offeror
pursuant to the Offer will be cancelled by the Offeror and will not
be re-issued or re-sold. Notes 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 (i) €997,300,000 of EUR SNP Notes
and (ii)
€1,036,300,000 of
EUR SP Notes.
Payment of the relevant Tender
Consideration in respect of the Notes accepted for purchase by the
Offeror will occur on the Settlement Date, which is expected to
be 2 October 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.
SOLE DEALER MANAGER
|
Santander Corporate and Investment
Banking Ciudad Grupo Santander
Avenida de Cantabria s/n
28660
Madrid, Spain
Attn: Liability Management
Email: liabilitymanagement@gruposantander.com
|
THE TENDER AGENT
Kroll Issuer Services Limited The
Shard
32 London Bridge Street
London SE1 9SG
United Kingdom
Tel: +44 20 7704 0880 Attn: Owen Morris
Email: santander@is.kroll.com
Website: https://deals.is.kroll.com/santander
|
Boadilla
del Monte (Madrid), 30 September 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 Sole Dealer Manager and the Tender Agent to inform
themselves about, and to observe, any such restrictions.