REG - Banco Santander S.A. - Invitation to purchase certain instruments

Banco Santander SAAnnouncement

23/01/2025 16:15

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RNS Number : 5111U  Banco Santander S.A.  23 January 2025

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  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%
 April 2026

 

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.

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