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
16 January 2025 (registered under number 2551) regarding the
invitation by Santander to holders of its outstanding
GBP 600,000,000 1.50 per cent. Fixed Rate Senior
Non-Preferred Instruments due 14 April 2026 (ISIN: XS2331739750) (the " Notes") 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 16 January 2025 (the "Tender
Offer Memorandum") (the "Offer"), the Offeror now announces the
results of the Offer.
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 Offer
was 5.00 p.m. (CET) on 22 January 2025.
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
Purchase Price GBP 412,000,000 in aggregate principal amount of the
Notes as set out in the table below.
Description of Notes
|
ISIN
|
Maturity Date
|
Aggregate principal amount
accepted
|
Benchmark Security
|
Benchmark Security Rate
|
Purchase Spread
|
Purchase Yield
|
Purchase Price (expressed as a
percentage)
|
GBP 600,000,000 1.5 per cent.
Fixed Rate Senior Non-Preferred Instruments due
April 2026
|
XS2331739750
|
14 April 2026
|
GBP 412,000,000
|
0.125 per cent. UK Treasury Gilt due
January 2026 (ISIN: GB00BL68HJ26)
|
3.898%
|
+75
bps.
|
4.702%
|
96.309%
|
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 GBP
188,000,000 Notes.
Payment of the Tender Consideration
in respect of the Notes accepted for purchase by the Offeror will
occur on the Settlement Date, which is expected to be 27 January
2025.
Any requests for information in
relation to the Offer should be directed to the Sole Dealer Manager
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: David Shilson / Scott Boswell
Email: santander@is.kroll.com
Website: https://deals.is.kroll.com/santander
|
Boadilla
del Monte (Madrid), 23 January 2025
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.