REG - Banco Santander S.A. - Invitation to Tender Offer

Wed Aug 22, 2012 10:40am EDT

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RNS Number : 5876K
Banco Santander S.A.
22 August 2012
 

MATERIAL FACT

            Banco Santander, S.A. and Santander Financial Exchanges Limited (each an Offeror and, jointly, the Offerors) announces today an invitation to all holders of the securities identified in the annexes of this document (the Securities) to tender such Securities for purchase by the relevant Offeror (the Invitation). Said Securities are fixed rate securities (subordinated instruments) and hybrid instruments (preferred securities) listed on the Euronext Amsterdam, the Luxembourg Stock Exchange or the London Stock Exchange which correspond to 21 different series issued by certain entities belonging to the Santander's group, series to which the Invitation is directed which total principal amounts to €7.200.950.000, in relation to the Securities denominated in Euros, or to £3.372.750.000, in relation to the Securities denominated in Sterling. By way of guidance, the Offerors intend to accept offers up to a total maximum of €2,000,000,000 or in relation to the Securities denominated in Sterling, as calculated by reference to the relevant exchange rate and in accordance with the Tender Offer Memorandum (as defined below).

            Santander Financial Exchanges Limited acts as Offeror with respect to the £200,000,000.00 Guaranteed Perpetual Step-up Subordinated Notes issued by Santander Central Hispano Financial Services Limited and guaranteed by Banco Santander Central Hispano, S.A., with ISIN XS0131038522 and Banco Santander is acting as Offeror in respect of the remaining series of Securities.

            The holders of the Securities can refer, or carry out the relevant formalities to the dispatching on their behalf (in the case that said owners are not participating entities in Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme) of the corresponding instructions of the tender offers (the Tender Offers) to the tender and information agent, Lucid Issuer Services Limited, as from August 22, 2012.

            Tender Offers must specify the principal amount of the Securities of each offer and the price at which such Securities are tendered in the relevant offer. The price shall be specified by each relevant securityholder as a percentage to the principal amount of the relevant Securities tendered for purchase.

            Tender Offers will be irrevocable unless in the events set out in the Tender Offer Memorandum, as defined below. In any case, said irrevocable instructions of Tender Offers should be received by the tender and information agent on or before 5:00 pm (CET) on 30 August, 2012.

            The amount in cash that must be satisfied for each Security is equal to the sum of (i) the purchase price tendered by the relevant securityholder for purchase multiplied by the principal amount of the Securities which purchase is accepted, plus (ii) interests incurred and not paid since the immediately preceding interest payment date (included) until the date of settlement of the Tender Offers (date excluded) in relation to such Securities.

            The terms of the Tender Offers and the procedure to make the Tender Offers are regulated in the tender offer memorandum dated 22 August 2012 (the Tender Offer Memorandum) which (subject to the offering and selling restrictions set out therein) is available upon request from, amongst others, the tender and information agent Lucid Issuer Services Limited. If securityholders need information on the Invitation, you can contact Lucid at santander@lucid-is.com / +44 (0) 207 704 0880, To the attention of: David Shilson / Sunjeeve Patel / Thomas Choquet.

            The relevant Offeror has absolute discretion to decide to accept or not the Securities tendered for purchase, in accordance with the terms and conditions of the Tender Offer Memorandum.

            Banco Santander, S.A. and Santander Financial Exchanges Limited will comply with the payment obligations derived from the Invitation, if any, with their own treasury.

            The Offerors reserve the right to modify the terms and conditions of the Invitation as well as to extend, re-open or terminate the Invitation at any moment.

            The Offerors will announce on 31 August, 2012 the final amount of the Tender Offers accepted from each series, if applicable. As of right now, the date of settlement of the Tender Offers will be 4 September, 2012 (the Settlement Date).

            The rationale for the Invitation is to effectively manage the Group's outstanding liabilities and to strengthen its balance sheet. The Offers are also designed to provide liquidity to the securityholders.

           

 

Boadilla del Monte (Madrid), August 22, 2012

 

SECURITIES

Issuer

Series

ISIN

Santander Finance Preferred, S.A. Unipersonal

Series 7 GBP 250,000,000.00

XS0307728146

Santander Finance Preferred, S.A. Unipersonal

Series 3 EUR 200,000,000.00

XS0202774245

Santander Finance Preferred, S.A. Unipersonal

Series 2 EUR 300,000,000.00

XS0202197694

Santander Finance Preferred, S.A. Unipersonal

Series 9 EUR 125,700,000.00

XS0441528600

Santander Finance Preferred, S.A. Unipersonal

Series 8 GBP 679,400,000.00

XS0441528949

Santander Central Hispano Financial Services Limited

GBP 200,000,000.00

XS0131038522

Santander Perpetual, S.A. Unipersonal.

Series 1 EUR 750,000,000.00

XS0206920141

Santander Issuances, S.A. Unipersonal

Series 13 EUR 1,500,000,000.00

XS0291652203

Santander Issuances, S.A. Unipersonal

Series 9 EUR 550,000,000.00

XS0261717416

Santander Issuances, S.A. Unipersonal

Series 10 GBP 300,000,000.00

XS0261787898

Santander Issuances, S.A. Unipersonal

Series 18 EUR 1,500,000,000.00

XS0327533617

Santander Issuances, S.A. Unipersonal

Series 19 GBP 800,000,000.00

XS0327310669

Santander Issuances, S.A. Unipersonal

Series 11 GBP 300,000,000.00

XS0284633327

Santander Issuances, S.A. Unipersonal

Series 5 EUR 500,000,000.00

XS0255291626

Santander Issuances, S.A. Unipersonal

Series 14 EUR 500,000,000.00

XS0301810262

Santander Issuances, S.A. Unipersonal

Series 23 EUR 449,250,000.00

XS0440402393

Santander Issuances, S.A. Unipersonal

Series 24 GBP 843,350,000.00

XS0440403797

Santander Issuances, S.A. Unipersonal

Series 16 EUR 102,000,000.00

XS0307566496

Santander Issuances, S.A. Unipersonal

Series 12 EUR 585,000,000.00

XS0285087192

Santander Issuances, S.A. Unipersonal

Series 15 EUR 114,000,000.00

XS0307473214

Santander Issuances, S.A. Unipersonal

Series 17 EUR 25,000,000.00

XS0309495959

 


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