REG - Banco Santander S.A. - Offer to purchase outstanding instruments

Banco Santander, S.aAnnouncement

Wed 08:30

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RNS Number : 8578F  Banco Santander S.A.  27 May 2026

Banco Santander, S.A., in accordance with the provisions of the securities
market legislation, communicates the following:

INSIDE INFORMATION

BANCO SANTANDER, S.A. ANNOUNCES A TENDER OFFER FOR ONE SERIES OF ITS U.S.
DOLLAR-DENOMINATED ADDITIONAL TIER 1 SECURITIES

Banco Santander, S.A. (the "Offeror" or "Banco Santander") is today announcing
that it is commencing a tender offer (the "Offer") to purchase for cash up to
$850,000,000 (the "Maximum Offer Amount") of one series of its outstanding
U.S. dollar-denominated Additional Tier 1 Securities.

The Offer

The Offer is being made on the terms and subject to the conditions set out in
the Offer to Purchase dated May 27, 2026 (the "Offer to Purchase").
Capitalized terms not otherwise defined in this announcement have the same
meaning as in the Offer to Purchase.

The Offer consists of an offer to purchase for cash up to the Maximum Offer
Amount of the outstanding 4.750% Non-Step-Up Non-Cumulative Contingent
Convertible Perpetual Preferred Tier 1 Securities of Banco Santander (the
"Securities").

Rationale of the Offer

The rationale for the Offer is to efficiently manage Banco Santander's Tier 1
capital position and optimize the liquidity and debt maturity profile of Banco
Santander. Securities purchased by Banco Santander pursuant to the Offer will
be cancelled and will not be re-issued or re-sold. Securities which have not
been validly submitted and accepted for purchase pursuant to the Offer will
remain outstanding.

The table below sets forth certain information relating to the Offer:

 Securities                                                                    CUSIP / ISIN                               First Optional     Principal amount Outstanding  Purchase Price(1)

Redemption Date

                                                                                                                                                                                              Tender Consideration (2)                                                    Maximum Offer Amount(3)
 4.750% Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred  CUSIP No. 05971K AH2 / ISIN: US05971KAH23  November 12, 2026  $1,000,000,000                100.1%             $1,001 per $1,000 of nominal amount tendered, provided that Securities may  $850,000,000
 Tier 1 Securities                                                                                                                                                                            only be tendered in multiples of $200,000

 

(1)      The Purchase Price shall be 100.1% of the nominal amount of the
Securities accepted for purchase pursuant to the Offer. Securities may only be
tendered in multiples of $200,000, being the liquidation preference of the
Securities.

(2)      The Tender Consideration payable on the Settlement Date to a
holder whose Securities are validly tendered and accepted for purchase by the
Offeror pursuant to the Offer will be an amount per $1,000 of nominal amount
of such tendered securities in U.S. dollars equal to the product of (x) the
Purchase Price and (y) the nominal amount of such Securities. In addition to
the Tender Consideration, holders whose Securities are validly tendered and
accepted for purchase will receive the Distribution Payment, if any,  in
respect of such Securities. With respect to any Securities validly tendered
and accepted for purchase by the Offeror pursuant to the Offer, the
"Distribution Payment" is an amount in cash (rounded to the nearest $0.01,
with $0.005 being rounded upwards) equal to the Distribution on such
Securities. "Distributions" consist of distributions accrued and unpaid (if
any) on the Securities from (and including) the distribution payment date in
respect of such Securities immediately preceding the Settlement Date to (but
excluding) the Settlement Date, calculated in accordance with the terms and
conditions of the Securities, unless distributions on the Securities for that
period are cancelled.

(3)      Subject to the right of the Offeror to increase or decrease the
Maximum Offer Amount in its sole and absolute discretion.

Maximum Offer Amount

Banco Santander proposes to accept Securities for purchase up to the Maximum
Offer Amount on the terms and subject to the conditions contained in the Offer
to Purchase (although Banco Santander reserves the right, in its sole and
absolute discretion and for any reason, to increase or decrease the Maximum
Offer Amount).

Acceptance of Securities and Pro-Ration

The acceptance of any Securities validly tendered is at the sole and absolute
discretion of Banco Santander and Banco Santander reserves the absolute right
not to accept any Securities validly tendered pursuant to the Offer.

If Banco Santander decides to accept Securities for purchase pursuant to the
Offer and in the event that valid Tender Instructions are received in respect
of an aggregate nominal amount of Securities which is greater than the Maximum
Offer Amount, such Tender Instructions will be accepted on a pro rata basis
such that the aggregate nominal amount of Securities accepted for purchase is
no greater than the Maximum Offer Amount.

The Offeror reserves the right to reject or accept any Securities validly
tendered pursuant to this Offer to Purchase in its sole and absolute
discretion. However, it is the Offeror's intention that if it accepts any
Securities tendered pursuant to the Offer, it will accept all Securities which
have been validly tendered up to the Maximum Offer Amount.

The Offeror reserves the right, in its sole and absolute discretion and for
any reason, to increase or decrease the Maximum Offer Amount.

Tender Consideration

The Tender Consideration payable on the Settlement Date to a holder whose
Securities are validly tendered and accepted for purchase by Banco Santander
pursuant to the Offer will be an amount per $1,000 of nominal amount of such
tendered securities in U.S. dollars equal to the product of (x) the Purchase
Price and (y) the nominal amount of such Securities (provided that Securities
may only be tendered in multiples of $200,000).

Distribution Payment

In addition to the Tender Consideration, holders whose Securities are validly
tendered and accepted for purchase will receive the Distribution Payment (as
defined in the Offer to Purchase), if any, in respect of such Securities,
rounded, if necessary, to the nearest $0.01, with $0.005 being rounded
upwards.

Offer Conditions

The consummation of the Offer is not conditioned upon any minimum amount of
Securities being tendered and is not subject to a financing condition.
However, the Offer is subject to, and conditioned upon, the satisfaction or
waiver of certain general conditions described in the Offer to Purchase.

New Securities

The Offeror will use the proceeds from a concurrent offering of new AT1
securities (the "New Securities") or available cash to pay the Tender
Consideration, any Distribution Payment and other expenses associated with the
Offer. The offering of the New Securities is subject to market conditions. The
Offer is not conditioned on the issuance of the New Securities. The New
Securities will be non-step up non-cumulative contingent convertible perpetual
preferred Tier 1 securities issued by Banco Santander. Banco Santander intends
that the New Securities qualify as Additional Tier 1 Capital of Banco
Santander and its group pursuant to applicable banking regulations.

Withdrawal Rights

Validly tendered Securities may be withdrawn at any time prior to the
Expiration Deadline.

Offer Period

The Offer commenced today and will expire at 5:00 p.m., New York City time, on
June 9, 2026, unless extended, re-opened or earlier terminated as provided in
the Offer to Purchase. Assuming that the conditions to the Offer are satisfied
or waived, Banco Santander expects that the Settlement Date will be June 11,
2026.

The relevant deadline set by DTC or any intermediary for the submission of
Tender Instructions may be earlier than the deadlines set out herein.

Indicative Timetable

The following table sets out the expected dates and times of the key events
relating to the Offer. This is an indicative timetable and is subject to
change.

 EVENTS                                                                         DATES AND TIMES
 Commencement of the Offer
 Offer announced. Offer to Purchase made available to holders of Securities.    May 27, 2026
 Withdrawal Deadline
 The deadline for holders to validly withdraw tenders of Securities.            5:00 p.m., New York City time, on June 9, 2026
 Expiration Deadline
 The deadline for receipt of all Tender Instructions.                           5:00 p.m., New York City time, on June 9, 2026
 Announcement of Offer Results
 Announcement of the aggregate principal amounts of the Securities which Banco  As soon as reasonably practicable on June 10, 2026
 Santander will be accepting for purchase and of the pro-ration factor (if
 any).
 Settlement Date
 Settlement Date of the Offer, including payment of the Tender Consideration    Expected on June 11, 2026
 and any Distribution Payment in respect of Securities validly tendered and
 accepted for purchase in the Offer.

 

The times and dates above are subject, where applicable, to the right of Banco
Santander to extend, re-open, amend, limit, terminate or withdraw the Offer,
subject to applicable law. Accordingly, the actual timetable may differ
significantly from the expected timetable set out above.

Holders should confirm with any Custodian, bank, securities broker or other
intermediary through which they hold Securities whether such intermediary
needs to receive instructions from a holder before the deadlines specified in
the Offer to Purchase in order for that holder to be able to participate in,
or (in the circumstances in which withdrawal is permitted) withdraw their
instruction to participate in, the Offer.

Further Information

Requests for copies of the Offer to Purchase and information in relation to
the procedures for tendering should be directed to:

 Tender Agent
 D.F. King & Co., Inc.             Email: san (mailto:lbg@is.kroll.com) @dfking.com (mailto:lbg@is.kroll.com)
 28 Liberty Street, 53(rd) Floor   Banks and Brokers call: (646) 963-9141

New York, New York 10005
All others call toll free: (866) 340-7108

United States                    Website: www.dfking.com/santander (http://www.dfking.com/santander)
 Dealer Manager
 Santander US Capital Markets LLC  437 Madison Avenue

New York, New York 10022

United States

                                   Tel (U.S. Toll Free): +1 (855) 404-3636

Tel (collect): +1 (212) 350-0660

Attn: Liability Management Team

Email (Americas): AmericasLM@santander.us (mailto:AmericasLM@santander.us)

Email (Europe): LiabilityManagement@gruposantander.com

Boadilla del Monte (Madrid), 27 May 2026

 

 

Disclaimer

This announcement and the Offer to Purchase (including the documents
incorporated by reference therein) contain important information which should
be read carefully before any decision is made with respect to the Offer. If
you are in any doubt as to the contents of this announcement or the Offer to
Purchase or the action you should take, you are recommended to seek your own
financial, legal, regulatory and tax advice, including as to any tax
consequences, immediately from your stockbroker, bank manager, attorney,
accountant or other independent financial, tax or legal adviser. Any
individual or company whose Securities are held on its behalf by a broker,
dealer, bank, custodian, trust company or other nominee or intermediary must
contact such entity if it wishes to participate in the Offer. None of the
Offeror, the Dealer Manager or the Tender Agent makes any recommendation as to
whether holders should tender Securities pursuant to the Offer.

Additional Information in Respect of the Offer and Where to Find It

Banco Santander will file with the Securities and Exchange Commission (the
"SEC") a tender offer statement on Schedule TO, accompanied by the Offer to
Purchase and related documents relating to the Offer. Holders are advised to
read carefully the tender offer statement, the Offer to Purchase and other
documents which Banco Santander will file with the SEC, when they become
available, as they will contain important information about the Offer and
procedures for participating in the Offer. Copies of these documents will be
available for free by visiting EDGAR on the SEC website at www.sec.gov
(http://www.sec.gov) . In addition, copies of the Schedule TO and the
documents filed with it may be obtained free of charge by contacting Investor
Relations, Ciudad Grupo Santander, Avenida de Cantabria s/n, 28660 Boadilla
del Monte, Madrid, Spain (telephone: (011) 34-91-259-6520).

Offer Restrictions

This announcement or the Offer to Purchase do not constitute an offer or an
invitation to participate in the Offer in any jurisdiction in or from which,
or to any person to whom, it is unlawful to make the relevant offer or
invitation under applicable laws. The distribution or communication of this
announcement or the Offer to Purchase in certain jurisdictions may be
restricted by law. Persons into whose possession this announcement or the
Offer to Purchase comes are required by each of the Offeror, the Dealer
Manager and the Tender Agent to inform themselves about, and to observe, any
such restrictions.

United Kingdom

The communication of this announcement, the Offer to Purchase and any other
documents or materials relating to the Offer is not being made, and such
documents and/or materials have not been approved, by an authorized person for
the purposes of section 21 of the FSMA. Accordingly, such documents and/or
materials are not being distributed to, and must not be passed on to, the
general public in the United Kingdom. The communication of such documents
and/or materials is exempt from the restriction on financial promotions under
section 21 of the FSMA on the basis that it is only directed at and may be
communicated to (1) those persons who are existing members or creditors of the
Group or other persons within Article 43(2) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, and (2) any other persons
to whom these documents and/or materials may lawfully be communicated.

France

This announcement, the Offer to Purchase and any other documents or offering
materials relating to the Offer may not be distributed in the Republic of
France except to qualified investors (investisseurs qualifies) as defined in
Article 2(e) of the Prospectus Regulation. This announcement and Offer to
Purchase have not been and will not be submitted for clearance to the Autorite
des marches financiers.

Italy

None of the Offer, the Offer to Purchase, this announcement or any other
documents or materials relating to the Offer have been or will be submitted to
the clearance procedure of the CONSOB pursuant to Italian laws and
regulations.

The Offer is being carried out in the Republic of Italy as an exempted offer
pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58
of 24 February 1998, as amended (the "Financial Services Act") and article
35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.

A holder located in the Republic of Italy can tender some or all of its
Securities through authorised persons (such as investment firms, banks or
financial intermediaries permitted to conduct such activities in the Republic
of Italy in accordance with the Financial Services Act, CONSOB Regulation No.
20307 of 15 February 2018, as amended from time to time, and Legislative
Decree No. 385 of 1 September 1993, as amended) and in compliance with
applicable laws and regulations or with requirements imposed by CONSOB or any
other Italian authority.

Each intermediary must comply with the applicable laws and regulations
concerning information duties vis-à-vis its clients in connection with the
Securities or the Offer.

Spain

None of the Offer, the Offer to Purchase, this announcement or any other
documents or materials relating to the Offer constitutes an offer of
securities or the solicitation of an offer of securities in Spain which
require the approval and the publication of a prospectus under the Prospectus
Regulation, Spanish Law 6/2023, of 17 March, on the Securities Markets and the
Investment Services (Ley 6/2023, de 17 de marzo, de los Mercados de Valores y
de los Servicios de Inversión), as amended from time to time, and its
ancillary and related regulations. Accordingly, this Offer to Purchase has not
been and will not be submitted for approval nor approved by the Spanish
Securities Exchange Commission (Comisión Nacional del Mercado de Valores).

Canada

The Offer and any solicitation in respect thereof, are not being made,
directly or indirectly, in Canada or to holders of the Securities who are
resident and/or located in any province or territory of Canada. This
announcement and Offer to Purchase have not been filed with any securities
commission or similar regulatory authority in Canada in connection with the
Offer, and the Securities have not been, and will not be, qualified for tender
under the securities laws of Canada or any province or territory thereof and
no securities commission or similar regulatory authority in Canada has
reviewed or in any way passed upon this announcement or the Offer to Purchase,
any other documents or materials relating to the Offer and any representation
to the contrary is an offence. Accordingly, Canadian holders of the Securities
are hereby notified that, to the extent such holders of Securities are persons
or entities resident and/or located in Canada, the Offer is not available to
them and they may not accept the Offer. As such, any tenders of Securities
received from such persons or entities shall be ineffective and void. Copies
of this announcement or the Offer to Purchase or of any other document
relating to the Offer may not be distributed or made available in Canada. This
announcement, the Offer to Purchase and any other documents or offering
materials relating to the Offer may not be distributed in Canada and this
announcement or the Offer to Purchase do not constitute an offer or an
invitation to participate in the Offer to any person resident in Canada.

General

The Offer does not constitute an offer to buy or the solicitation of an offer
to sell Securities in any circumstances in which such offer or solicitation is
unlawful. In those jurisdictions where the securities or other laws require
the Offer to be made by a licensed broker or dealer or registered dealer and
the Dealer Manager or, where the context so requires, any of its affiliates is
such a licensed broker or dealer or registered dealer in that jurisdiction,
the Offer shall be deemed to be made on behalf of the Offeror by such Dealer
Manager or affiliate (as the case may be) in such jurisdiction.

The Offeror and its affiliates expressly reserve the right at any time or from
time to time following completion or termination of the Offer (subject to Rule
13e-4(f) under the Exchange Act which prohibits us and our affiliates from
purchasing any Securities other than in the Offer until at least ten business
days after the Expiration Date), to purchase or exchange or offer to purchase
or exchange Securities or to issue an invitation to submit offers to sell
Securities (including, without limitation, those tendered pursuant to the
Offer but not accepted for purchase) through open market purchases, privately
negotiated transactions, tender offers, exchange offers or otherwise, in each
case on terms that may be more or less favorable than those contemplated by
the Offer.

Forward-Looking Statements

This announcement contains certain forward-looking statements within the
meaning of Section 21E of the US Securities Exchange Act of 1934, as amended,
and section 27A of the US Securities Act of 1933, as amended, with respect to
Banco Santander, S.A. together with its subsidiaries (the "Group") and its
current goals and expectations. Statements that are not historical or current
facts, including statements about the Group's or its directors' and/or
management's beliefs and expectations, are forward looking statements. Words
such as, without limitation, 'believes', 'achieves', 'anticipates',
'estimates', 'expects', 'targets', 'should', 'intends', 'aims', 'projects',
'plans', 'potential', 'will', 'would', 'could', 'considered', 'likely', 'may',
'seek', 'estimate', 'probability', 'goal', 'objective', 'deliver',
'endeavour', 'prospects', 'optimistic' and similar expressions or variations
on these expressions are intended to identify forward looking statements.
These statements concern or may affect future matters, including but not
limited to matters, influences and factors which are beyond the Group's
control. Please refer to the latest Annual Report on Form 20-F filed by Banco
Santander, S.A. with the US Securities and Exchange Commission (the SEC),
which is available on the SEC's website at www.sec.gov (http://www.sec.gov) ,
for a discussion of certain factors and risks. Banco Santander, S.A. may also
make or disclose written and/or oral forward-looking statements in other
written materials and in oral statements made by the directors, officers or
employees of Banco Santander, S.A. to third parties, including financial
analysts.

Except as required by any applicable law or regulation, the forward-looking
statements contained in this document are made as of today's date, and the
Group expressly disclaims any obligation or undertaking to release publicly
any updates or revisions to any forward looking statements contained in this
document whether as a result of new information, future events or otherwise.
The information, statements and opinions contained in this document do not
constitute a public offer under any applicable law or an offer to sell any
securities or financial instruments or any advice or recommendation with
respect to such securities or financial instruments.

 

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