Court Meeting & EGM Results

RNS Number:1173E
Abbey National PLC
15 October 2004


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR FROM CANADA,
AUSTRALIA, JAPAN, MALAYSIA OR ITALY


FOR IMMEDIATE RELEASE


15 October 2004



Recommended Acquisition of Abbey National plc ("Abbey") by Banco Santander
Central Hispano, S.A. ("Banco Santander") - Results of Court Meeting and Abbey
EGM



The Board of Abbey announces that Abbey Shareholders have voted to approve the
Scheme to implement the recommended Acquisition of Abbey by Banco Santander at
the Court Meeting and the Abbey EGM held on 14 October 2004. The results of the
votes, which were conducted by poll, are set out below.  Completion of the
Acquisition will result in Abbey Shareholders receiving 1 New Banco Santander
Share as well as a special cash dividend of 25 pence plus 6 pence for dividend
differential, totalling 31 pence, for each Abbey Share held at the Scheme Record
Time.



The Court hearings of Abbey's petitions to sanction the Scheme and to confirm
the reduction of Abbey's share capital are expected to take place on 8 November
2004 and 11 November 2004, respectively.  Subject to the Court sanctioning the
Scheme and confirming the associated reduction of capital, and the satisfaction
of certain other outstanding conditions, the Effective Date of the Scheme is
expected to be 12 November 2004.  Listing and dealings in Abbey Shares on the
London Stock Exchange are expected to be suspended and Abbey Shares are expected
to cease to settle in CREST as of 4.30 p.m. (London time) on 12 November 2004.
The  Abbey ADS register is also expected to close at that time.  Settlement of
New Banco Santander Shares to be issued through Iberclear is expected to occur
on 15 November 2004, with dealings in New Banco Santander Shares on the market
of Bolsas de Valores and of New Banco Santander ADSs on the NYSE expected to
commence on 16 November 2004.  Abbey's special dividend of 25 pence plus 6 pence
for dividend differential is expected to be paid on 14 December 2004.



Copies of the special resolution passed at the Abbey EGM have been submitted to
the UK Listing Authority and are available for inspection by the public at the
UK Listing Authority's Document Viewing Facility which is situated at: Financial
Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS (tel.
+44 (0)20 7676 1000) during normal business hours on any weekday (except public
holidays) until the completion of the Acquisition.



Capitalised terms in this announcement have the same meaning as in the Scheme
document sent to Abbey Shareholders on 17 September 2004.




Voting Results



The voting results in relation to the meetings were as follows:



Court Meeting



To approve the Scheme:


                   Number of Abbey % of Abbey Shares % of issued Abbey   Number of Abbey          % of Abbey
                      Shares voted             voted            Shares      Shareholders Shareholders voting
                                                                                  voting
For                    754,039,177             94.4%             50.8%           185,915               64.8%
Against                 44,473,833              5.6%              3.0%           100,809               35.2%



Abbey EGM



To approve a special resolution to implement the Scheme:


                    Number of Abbey % of Abbey Shares % of issued Abbey
                       Shares voted             voted            Shares


For                     780,362,921             94.2%             52.6%
Against                  47,917,465              5.8%              3.2%





An adjournment resolution proposed at the meeting was defeated on a poll.



Commenting on the result of the meetings, Lord Burns, Abbey's Chairman, said:



"Approval of the Scheme at the Court Meeting and the EGM is a very positive step
towards completion of Abbey's recommended Acquisition by Banco Santander.  We
look forward to seeing the remaining conditions being satisfied and completion
of the transaction, which we expect to take place on 12 November 2004."





Enquiries


Abbey Communications
Thomas Coops                                       +44 207 756 5536

Abbey - Investors and Analysts
Jonathan Burgess                                   +44 207 756 4182

Abbey - Media Relations
Christina Mills                                    +44 207 756 4212

Matthew Young                                      +44 207 756 4232

Brunswick
Susan Gilchrist                                    +44 20 7396 5301

Morgan Stanley
Simon Robey                                        +44 207 425 5555

Caroline Silver                                    +44 207 425 5555

William Chalmers                                   +44 207 425 5555

Joint Brokers to Abbey
Lehman Brothers International                      UBS Investment Bank
Stephen Pull                  +44 207 102 1000     Tim Waddell                  +44 207 567 8000
Charles King                  +44 207 102 1000     Christopher Smith          +44 207 567 8000






The availability of the Acquisition to persons who are not resident in the
United Kingdom may be affected by the laws of the relevant jurisdictions in
which they are located.  Persons who are not resident in the United Kingdom
should inform themselves of, and observe, any applicable requirements.



Morgan Stanley & Co. Limited is acting exclusively for Abbey and for no one else
in connection with the Acquisition, will not regard any other person as a client
in relation to the Acquisition and will not be responsible to anyone other than
Abbey for providing the protections afforded to clients of Morgan Stanley & Co.
Limited nor for providing advice in relation to the Acquisition, or any matter
referred to herein.



Lehman Brothers International is acting exclusively for Abbey and for no one
else in connection with the Acquisition, will not regard any other person as a
client in relation to the Acquisition and will not be responsible to anyone
other than Abbey for providing the protections afforded to clients of Lehman
Brothers International nor for providing advice in relation to the Acquisition,
or any matter referred to herein.



UBS Investment Bank is acting exclusively for Abbey and for no one else in
connection with the Acquisition, will not regard any other person as a client in
relation to the Acquisition and will not be responsible to anyone other than
Abbey for providing the protections afforded to clients of UBS Investment Bank
nor for providing advice in relation to the Acquisition, or any matter referred
to herein.



This announcement does not constitute an offer for sale of any securities or an
offer or an invitation to purchase any securities in any jurisdiction. The New
Banco Santander Shares will only be distributed to existing Abbey Shareholders.
The New Banco Santander Shares to be issued to Abbey Shareholders under the
Scheme have not been, and will not be, registered under the U.S. Securities Act
of 1933, as amended, or under the securities laws of any state, district or
other jurisdiction of the United States, Australia, Japan, Malaysia or Italy and
no regulatory clearances in respect of the registration of New Banco Santander
Shares have been, or will be, applied for in any jurisdiction (other than as set
out in the following paragraph).  In the United States, the New Banco Santander
Shares will be issued in reliance upon the exemption from the registration
requirements of the U.S. Securities Act of 1933, as amended, provided by Section
3(a)(10) thereof.  Under applicable US securities laws, Abbey Shareholders and
holders of Abbey ADSs who are affiliates of Abbey prior to, or will be
affiliates of Banco Santander after, the Effective Date will be subject to
certain U.S. transfer restrictions relating to the New Banco Santander Shares
and the New Banco Santander ADSs received in connection with the Scheme.



The provincial securities laws in all provinces of Canada, other than Quebec,
require the first trade in the New Banco Santander Shares to be made through an
exchange or a market outside of Canada or to a person or company outside of
Canada or otherwise on a prospectus exempt basis under such laws.  In addition,
when selling the shares, holders resident in a province of Canada other than
Quebec must use a dealer appropriately registered in such province or rely on an
exemption from the registration requirements of such province.  Banco Santander
will apply for a ruling or order of the Financial Markets Authority in the
Province of Quebec to exempt the first trade or resale of New Banco Santander
shares issued to Abbey Shareholders resident in the Province of Quebec from the
prospectus and registration requirements of Quebec securities legislation.



This is not an advertisement in the course of investment business.




                      This information is provided by RNS
            The company news service from the London Stock Exchange
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