Result of 2nd Court Hearing

RNS Number:1220F
Abbey National PLC
11 November 2004


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


FOR IMMEDIATE RELEASE

11 November 2004

Recommended Acquisition of Abbey National plc ("Abbey") by Banco Santander
Central Hispano, S.A. ("Banco Santander") - Result of Second Court Hearing

Abbey is pleased to announce that, at a hearing held today, the Court confirmed
the reduction of capital of Abbey associated with the Scheme.

It is expected that the Scheme will become effective shortly after 4.30 p.m.
(London time) on 12 November 2004.  Dealings in Abbey Shares on the London Stock
Exchange are expected to be suspended following completion of the London Stock
Exchange's closing auction (and any subsequent market order extension and price
monitoring extensions in relation to Abbey Shares if required).  The Abbey ADS
register is also expected to close at 11.30 a.m. (New York time).  Abbey Shares
will cease to be listed on the Official List and their admission to trading on
the London Stock Exchange will be cancelled.

Upon completion of the Acquisition Abbey Shareholders will be entitled to 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.

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 cash dividend is
expected to be paid on 14 December 2004.

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