Banco Santander, S.A.
("Banco
Santander" or the "Bank"), in
compliance with the Securities Market legislation, hereby announces
the following:
OTHER RELEVANT
INFORMATION
Banco Santander announces that it
has completed the placement of preferred securities contingently
convertible into newly issued ordinary shares of the Bank,
excluding the pre-emptive subscription rights of its shareholders
and for a total nominal amount of one billion five hundred million
U.S. dollars ($ 1,500,000,000) (the "Issue" and the "CoCos").
The placement of the Issue has been
carried out through an accelerated book-building targeted at
professional investors and eligible counterparties
only.
The CoCos are issued at par and its
remuneration, the payment of which is subject to certain conditions
and to the discretion of the Bank, has been set at 8.000% on an annual basis for the
first 10 years, which will be reviewed every five years thereafter,
in accordance with the terms and conditions of the CoCos, by
applying a margin of 391.1 basis points to the rate resulting from
the applicable 5-year UST.
Once issued, the CoCos will be
eligible as additional tier 1 capital of Banco Santander in
accordance with Regulation (EU) No. 575/2013 of the European
Parliament and of the Council of 26 June 2013 on prudential
requirements for credit institutions and investment firms
("CRR"). The CoCos are
perpetual, but 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 (CET1) ratio of the Bank or
its consolidated group, calculated in accordance with CRR, were to
fall below 5.125%. As of 30 June 2024, the fully loaded
consolidated CET1 ratio of the Bank was 12.5%.
The Bank will request the admission
of the CoCos to trading on the New York Stock Exchange.
The Bank also announces that, as of
today, the report of the directors of the Bank concerning the basis
and rules for the conversion of the CoCos and the exclusion of
pre‑emptive subscription rights, issued in accordance with articles
414.2, 417.2 and 510 of the Spanish Companies Act (Ley de Sociedades de Capital), will be
available on the Bank's website (www.santander.com).
The aforementioned report will also be provided to the shareholders
at the first general shareholders' meeting to be held after the
Issue.
Boadilla
del Monte (Madrid), 29 July 2024
IMPORTANT
INFORMATION
This other relevant information
notice does not constitute an offer to sell, or the solicitation of
an offer to buy these securities, nor shall there be any sale of
such securities in any state of the United States or in any other
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. This document may not be
distributed, directly or indirectly, in any jurisdiction in which
said distribution is contrary to applicable laws.
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 underwriters of the
Issue or any of their respective affiliates.
In connection with the Issue of
the CoCos, the Bank
has filed a registration statement (including a prospectus), and a
prospectus supplement with the US Securities and Exchange
Commission (the "SEC").
Before you invest, you should read the prospectus and prospectus
supplement included in that registration statement and the other
documents the Bank has filed with the SEC for more complete
information about the Bank and the offer of the CoCos. You may obtain these documents
for free by visiting the SEC's web site at
www.sec.gov.
This other relevant information
notice is an announcement and not a prospectus, and investors
should not subscribe for or purchase any securities referred to
herein except on the basis of the information included in the
prospectus and the prospectus supplement and the other documents
filed by the Bank with the SEC that are incorporated by reference
in the registration statement.
This other relevant information
notice does not constitute an offer document or an offer of
transferable securities to the public in the United Kingdom in
accordance with the Financial Services and Markets Act 2000
("FSMA") 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 the FSMA.
This other relevant information
notice does not constitute an offer to the public in Italy of
financial products, as defined under legislative decree no. 58 of
24 February 1998, as amended (the "Financial Services Act"). The offering
of the preferred securities has not been registered with the
Commissione Nazionale per le
Società e la Borsa ("CONSOB") pursuant to Italian securities
legislation and, accordingly, the securities described herein may
not be offered, sold or delivered, nor any copies of the
prospectus, the prospectus supplement or of any other document
relating to the preferred securities be distributed in Italy,
except: (a) to qualified investors (investitori qualificati), as defined
pursuant to Article 2 of the Regulation (EU) 2017/1129 of the
European Parliament and of the Council of 14 June 2017 on the
prospectus to be published when securities are offered to the
public or admitted to trading on a regulated market (the
"Prospectus Regulation")
and any other applicable regulation of the Financial Services Act
and the Italian CONSOB Regulation ("CONSOB Regulation"); or (b) in any
other circumstances which are exempted from the rules on public
offerings pursuant to Article 1 of the Prospectus Regulation,
Article 100 of the Financial Services Act, Article 34ter of the
CONSOB Regulation No. 11971 of 14 May 1999, as amended from time to
time, and the applicable Italian laws.
The offer, sale or distribution of
CoCos, as well as any subsequent resale, cannot be carried out in
Spain unless it complies with all legal and regulatory requirements
under Spanish securities laws or in circumstances that do not
require the registration of a prospectus in Spain.
This other relevant information
notice is for information 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 Prospectus Regulation.
As set out in the
CoCos' prospectus and
prospectus supplement, there are further restrictions in different
jurisdictions, including Canada, the European Economic Area, United
Kingdom, Hong Kong, Italy, Japan, the People's Republic of China,
Republic of Korea, Taiwan, Singapore, Switzerland and
Australia.
Restrictions on marketing and sale and resale to retail
investors
The CoCos are not intended to be offered,
sold or otherwise made available and should not be offered, sold or
otherwise made available to retail clients (as defined in Directive
2014/65/EU of the European Parliament and of the Council of 15 May
2014 on Markets in Financial Instruments and amending Directive
2002/92/EC and Directive 2011/61/EU (MiFID II), as amended or
replaced from time to time, and Regulation (EU) 2017/565 as it
forms part of domestic law by virtue of the European Union
(Withdrawal) Act of 2018 (EUWA)). Prospective investors are
referred to the section headed "Important Information" of the
prospectus supplement for further information.