REG - Banco Santander S.A. - AT1s Contingent Convertible securities

Banco Santander SAAnnouncement

30/07/2024 07:00

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RNS Number : 2944Y  Banco Santander S.A.  29 July 2024

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
(http://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
(http://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.

 

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