REG - Banco Santander S.A. - Commencement of a program to repurchase own shares

Banco Santander SAAnnouncement

27/09/2023 18:45

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RNS Number : 9050N  Banco Santander S.A.  27 September 2023

 Banco Santander, S.A. ("Banco Santander" or the "Bank"), in compliance with
 the Securities Market legislation, hereby communicates the following:

 inside information
 Further to the inside information communicated on 26 September 2023
 (registration number 1978), and having obtained the appropriate regulatory
 authorization, Banco Santander hereby gives notice of the commencement of a
 new program to repurchase own shares (the "Buy-Back Programme" or the
 "Programme") for a maximum amount of 1,310 million euros, equivalent to c. 25
 % of the Group's underlying profit in the first half of 2023. The Buy-Back
 Programme will be executed pursuant to the resolutions adopted by the general
 shareholders' meeting held on 31 March 2023 and will have the following
 characteristics:

 -     Purpose of the Buy-Back Programme: to reduce the Bank's share
 capital through the redemption of the shares acquired under the Programme in
 the share capital reduction approved by the 2023 Annual Shareholders' Meeting
 under item 5ºB of the agenda.

 -     Maximum investment: the Buy-Back Programme will have a maximum
 monetary amount of 1,310 million euros.

 -     Maximum price: Banco Santander intends to implement the Buy-Back
 Programme in a way that causes the average purchase price of shares not to
 exceed 4.57 euro, corresponding to the tangible book value per share at 30
 June 2023.

 -     Maximum number of shares: The maximum number of shares that may be
 acquired pursuant to the Programme will depend on the average price at which
 they are acquired, but will not exceed 1,604,701,732 shares. Assuming that the
 average purchase price at which shares are acquired pursuant to the Programme
 were 3.60 euros, the maximum number of shares that would be acquired would be
 363,888,889 (c. 2.25% of the Bank's share capital).

 -     Other conditions: shares will be purchased at market price, subject
 to the following restrictions:

 o  The Bank may not purchase shares at a price higher than the greater of the
 following two: (a) the price of the last independent trade, or (b) the highest
 current independent purchase bid on the trading venue where the purchase is
 carried out.

 o  The Bank may not purchase on any trading day more than 25% of the average
 daily volume of the Bank's shares on the trading venue on which the purchase
 is carried out. The average daily volume will be based on the average daily
 volume traded in the twenty (20) business days preceding the date of each
 purchase.

 -     Indicative duration of the Buy-Back Programme: from 28 September
 2023 to 25 January 2024. However, the Bank reserves the right to terminate the
 Buy-Back Programme if, prior to its expiry date, the maximum monetary amount
 is reached or if any other circumstances so advise.

 -     Execution of the Buy-Back Programme: the Programme will be managed
 by Goldman Sachs International, who will independently make trading decisions
 concerning timing. Acquisitions under the Buy-Back Programme may be made in
 the Spanish Automated Quotation System (Mercado Continuo), as well as in
 Turquoise Europe, DXE Europe and Aquis Exchange Europe.

 The interruption, termination or modification of the Buy-Back Programme will
 be duly communicated to the Spanish National Securities Market Commission
 (Comisión Nacional del Mercado de Valores). Transactions under the Buy-Back
 Programme will be publicly disclosed within 7 daily market sessions following
 the date of their execution.

 The implementation of the remainder of the shareholder remuneration policy for
 2023 is subject to the appropriate corporate and regulatory approvals.

 Boadilla del Monte (Madrid), 27 September 2023

 

 IMPORTANT INFORMATION

Non-IFRS and alternative performance measures

This document contains financial information prepared according to
International Financial Reporting Standards (IFRS) and taken from our
consolidated financial statements, as well as alternative performance measures
(APMs) as defined in the Guidelines on Alternative Performance Measures issued
by the European Securities and Markets Authority (ESMA) on 5 October 2015, and
other non-IFRS measures. The APMs and non-IFRS measures were calculated with
information from Grupo Santander; however, they are neither defined or
detailed in the applicable financial reporting framework nor audited or
reviewed by our auditors. We use these APMs and non-IFRS measures when
planning, monitoring and evaluating our performance. We consider them to be
useful metrics for our management and investors to compare operating
performance between periods. Nonetheless, the APMs and non-IFRS measures are
supplemental information; their purpose is not to substitute IFRS measures.
Furthermore, companies in our industry and others may calculate or use APMs
and non-IFRS measures differently, thus making them less useful for comparison
purposes. For further details on APMs and Non-IFRS Measures, including their
definition or a reconciliation between any applicable management indicators
and the financial data presented in the consolidated financial statements
prepared under IFRS, please see the 2022 Annual Report on Form 20-F filed with
the U.S. Securities and Exchange Commission (the SEC) on 1 March 2023
(https://www.santander.com/content/dam/santander-com/en/documentos/informacion-sobre-resultados-semestrales-y-anuales-suministrada-a-la-sec/2023/sec-2022-annual-20-f-2022-en.pdf
(https://www.santander.com/content/dam/santander-com/en/documentos/informacion-sobre-resultados-semestrales-y-anuales-suministrada-a-la-sec/2023/sec-2022-annual-20-f-2022-en.pdf)
), as well as the section "Alternative performance measures" of this Banco
Santander, S.A. (Santander) Q2 2023 Financial Report, published on 26 July
2023
(https://www.santander.com/en/shareholders-and-investors/financial-and-economic-information#quarterly-results
(https://www.santander.com/en/shareholders-and-investors/financial-and-economic-information#quarterly-results)
). Underlying measures, which are included in this document, are non-IFRS
measures.

The businesses included in each of our geographic segments and the accounting
principles under which their results are presented here may differ from the
businesses included and local applicable accounting principles of our public
subsidiaries in such geographies. Accordingly, the results of operations and
trends shown for our geographic segments may differ materially from those of
such subsidiaries.

Forward-looking statements

Santander hereby warns that this document contains "forward-looking
statements" as per the meaning of the U.S. Private Securities Litigation
Reform Act of 1995. Such statements can be understood through words and
expressions like "expect", "project", "anticipate", "should", "intend",
"probability", "risk", "VaR", "RoRAC", "RoRWA", "TNAV", "target", "goal",
"objective", "estimate", "future", "commitment", "commit", "focus", "pledge"
and similar expressions. They include (but are not limited to) statements on
future business development, shareholder remuneration policy and NFI. However,
risks, uncertainties and other important factors may lead to developments and
results to differ materially from those anticipated, expected, projected or
assumed in forward-looking statements. The following important factors (and
others described elsewhere in this document and other risk factors,
uncertainties or contingencies detailed in our most recent Form 20-F and
subsequent 6-Ks filed with, or furnished to, the SEC), as well as other
unknown or unpredictable factors, could affect our future development and
results and could lead to outcomes materially different from what our
forward-looking statements anticipate, expect, project or assume: (1) general
economic or industry conditions (e.g., an economic downturn; higher volatility
in the capital markets; inflation; deflation; changes in demographics,
consumer spending, investment or saving habits; and the effects of the war in
Ukraine or the COVID-19 pandemic in the global economy) in areas where we have
significant operations or investments; (2) climate-related conditions,
regulations, policies, targets and weather events; (3) exposure to various
market risks (e.g., risks from interest rates, foreign exchange rates, equity
prices and new benchmark indices); (4) potential losses from early loan
repayment, collateral depreciation or counterparty risk; (5) political
instability in Spain, the UK, other European countries, Latin America and the
US; (6) legislative, regulatory or tax changes (including regulatory capital
and liquidity requirements), especially in view of the UK´s exit from the
European Union and increased regulation prompted by financial crises; (7)
acquisition integration challenges arising from deviating management's
resources and attention from other strategic opportunities and operational
matters; (8) our own decisions and actions including those affecting or
changing our practices, operations, priorities, strategies, policies or
procedures; (9) uncertainty over the scope of actions that may be required by
us, governments and others to achieve goals relating to climate, environmental
and social matters, as well as the evolving nature of underlying science and
industry and governmental standards and regulations; and (10) changes
affecting our access to liquidity and funding on acceptable terms, especially
due to credit spread shifts or credit rating downgrades for the entire group
or core subsidiaries.

Forward looking statements are based on current expectations and future
estimates about Santander's and third-parties' operations and businesses and
address matters that are uncertain to varying degrees, including, but not
limited to developing standards that may change in the future; plans,
projections, expectations, targets, objectives, strategies and goals relating
to environmental, social, safety and governance performance, including
expectations regarding future execution of Santander's and third-parties'
energy and climate strategies, and the underlying assumptions and estimated
impacts on Santander's and third-parties' businesses related thereto;
Santander's and third-parties' approach, plans and expectations in relation to
carbon use and targeted reductions of emissions; changes in operations or
investments under existing or future environmental laws and regulations; and
changes in government regulations, regulatory requirements and internal
policies, including those related to climate-related initiatives.

Forward-looking statements are aspirational, should be regarded as indicative,
preliminary and for illustrative purposes only, speak only as of the date of
this document, are informed by the knowledge, information and views available
on such date and are subject to change without notice. Santander is not
required to update or revise any forward-looking statements, regardless of new
information, future events or otherwise, except as required by applicable law.

Not a securities offer

This document and the information it contains does not constitute an offer to
sell nor the solicitation of an offer to buy any securities.

Past performance does not indicate future outcomes

Statements about historical performance or growth rates must not be construed
as suggesting that future performance, share price or results (including
earnings per share) will necessarily be the same or higher than in a previous
period. Nothing in this document should be taken as a profit and loss
forecast.

 

 

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