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

Banco Santander SAAnnouncement

05/02/2025 07:00

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RNS Number : 9909V  Banco Santander S.A.  05 February 2025

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

 inside information

 In application of the Bank's current shareholder remuneration policy,
 consisting of a total shareholder remuneration target of c. 50% of the Group's
 underlying profit, split approximately in equal parts in cash dividend
 payments and share buybacks, the board of directors approved to implement a
 share repurchase programme for an amount equivalent to c. 25% of the Group's
 underlying profit in the second half of 2024 (i.e. a programme of
 approximately 1,587 million euros). The appropriate regulatory authorization
 for the new programme has already been obtained and its execution will
 therefore commence from tomorrow as detailed below.

 Second Buy-Back Programme for 2024 results

 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 2024 Annual Shareholders' Meeting
 under item 5ºC of the agenda and/or, where applicable, the capital reduction
 that will be submitted to the approval of the 2025 Ordinary General Meeting of
 Shareholders.

 -       Maximum investment: the Buy-Back Programme will have a maximum
 monetary amount of 1,587 million euros.

 -       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 1,413,743,296 shares. Assuming
 that the average purchase price at which shares are acquired pursuant to the
 Programme were 5.00 euros, the maximum number of shares that would be acquired
 would be 317,400,000 (c. 2.10% 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 6 February
 2025 to 27 June 2025. 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
 executed by the team that, in accordance with the Bank's treasury stock
 policy, is responsible for the execution of treasury shares transactions.
 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 decision on the payment of the final gross cash dividend against the 2024
 results that will be submitted to the annual general shareholders' meeting is
 expected to be approved by the Board on February 25(th). The implementation of
 the remainder of the shareholder remuneration policy for 2024 is subject to
 the appropriate corporate and regulatory approvals.

 Boadilla del Monte (Madrid), 5 February 2025

 

 

 

 

 

 

 

 

 

 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. APMs we use are presented unless otherwise
specified on a constant FX basis, which is computed by adjusting comparative
period reported data for the effects of foreign currency translation
differences, which distort period-on-period comparisons. 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. APMs using ESG labels have not been
calculated in accordance with the Taxonomy Regulation or with the indicators
for principal adverse impact in SFDR. 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 2023
Annual Report on Form 20-F filed with the U.S. Securities and Exchange
Commission (the SEC) on 21 February 2024
(https://www.santander.com/content/dam/santander-com/en/documentos/informacion-sobre-resultados-semestrales-y-anuales-suministrada-a-la-sec/2024/sec-2023-annual-20-f-2023-en.pdf),
as well as the section "Alternative performance measures" of this Banco
Santander, S.A. (Santander) Q4 2024 Financial Report, published on 5 February
2025
(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.

While these forward-looking statements represent our judgement and future
expectations concerning our business developments and results may differ
materially from those anticipated, expected, projected or assumed in
forward-looking statements.

In particular, 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 and may
change, including, but not limited to (a) 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' (including governments and other public actors) energy and
climate strategies, and the underlying assumptions and estimated impacts on
Santander's and third-parties' businesses related thereto; (b) Santander's and
third-parties' approach, plans and expectations in relation to carbon use and
targeted reductions of emissions, which may be affected by conflicting
interests such as energy security; (c) changes in operations or investments
under existing or future environmental laws and regulations; (d) changes in
rules and regulations, regulatory requirements and internal policies,
including those related to climate-related initiatives; (e) our own decisions
and actions including those affecting or changing our practices, operations,
priorities, strategies, policies or procedures; (f) events that lead to damage
to our reputation and brand; (g) exposure to operational losses, including as
a result of cyberattacks, data breaches or other security incidents; and (h)
the 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.

In addition, the important factors described 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.

Forward-looking statements are therefore 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. Santander does not accept any liability in connection with
forward-looking statements except where such liability cannot be limited under
overriding provisions of 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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