REG - Banco Santander S.A. - Invitation to buy outstanding preferred securities

Banco Santander SAAnnouncement

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RNS Number : 1389O  Banco Santander S.A.  24 June 2025

Banco Santander, S.A., ("Santander" or the "Offeror") in accordance with the
provisions of the securities market legislation, communicates the following:

INSIDE INFORMATION

Santander announces that it is inviting holders (subject to the offer
restrictions and the other information under Important Information set forth
below) of its outstanding €1,500,000,000 4.375 per cent. Non-Step-Up
Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities
(ISIN: XS2102912966) (the "Preferred Securities") to tender their Preferred
Securities for purchase by the Offeror for cash in an aggregate nominal amount
of up to the Maximum Acceptance Amount (as defined below), subject to pro rata
scaling, if applicable, and subject to applicable law and regulation and the
offer and distribution restrictions and the satisfaction or waiver of the New
Financing Condition (as defined below) and the other conditions described in
the tender offer memorandum dated 24 June 2025 (the "Tender Offer Memorandum")
(the "Offer"). The repurchase of the Preferred Securities has been authorised
by the European Central Bank.

 

 Description of Preferred Securities                                     ISIN          Outstanding Nominal Amount  First Optional Redemption Date  Purchase Price  Amount subject to the Offer
 €1,500,000,000 4.375 per cent. Non-Step-Up Non-Cumulative Contingent    XS2102912966  €1,500,000,000              14 January 2026                 100 per cent.   Subject as set out herein, up to an aggregate nominal amount of the Preferred
 Convertible Perpetual Preferred Tier 1 Securities
               Securities expected to be equal to the aggregate nominal amount of the New
                                                                                                                                                                   Preferred Securities (as defined below). The Maximum Acceptance Amount will be
                                                                                                                                                                   announced as soon as practicable after the pricing of the New Preferred
                                                                                                                                                                   Securities, subject to the right of the Offeror to increase or decrease such
                                                                                                                                                                   amount in its sole and absolute discretion

THE OFFER WILL COMMENCE ON 24 JUNE 2025 AND WILL EXPIRE AT 5.00 P.M. (CET
TIME) ON 30 JUNE 2025 (THE "EXPIRATION TIME") UNLESS EXTENDED, WITHDRAWN,
AMENDED OR TERMINATED AT THE SOLE AND ABSOLUTE DISCRETION OF THE OFFEROR.

THE DEADLINES SET BY ANY INTERMEDIARY OR CLEARING SYSTEM MAY BE EARLIER THAN
THE ABOVE DEADLINE.

The Offer is made on the terms and subject to the conditions (including the
New Financing Condition) contained in the Tender Offer Memorandum and should
be read in conjunction with the Tender Offer Memorandum. Capitalised terms
used but not otherwise defined in this announcement shall have the meaning
given to them in the Tender Offer Memorandum.

The submission of a valid Tender Instruction through the Clearing Systems will
be irrevocable except in the limited circumstances in which the revocation of
a Tender Instruction is specifically permitted in accordance with the terms of
the Offer.

Preferred Securities may only be Offered for Sale in multiples of €200,000,
being the liquidation preference of the Preferred Securities.

Rationale for the Offer

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

Amount subject to the Offer

The Offeror proposes to accept Preferred Securities for purchase up to the
Maximum Acceptance Amount on the terms and subject to the conditions
(including the satisfaction or waiver of the New Financing Condition)
contained in this Tender Offer Memorandum (although the Offeror reserves the
right, in its sole and absolute discretion and for any reason, to increase or
decrease the Maximum Acceptance Amount). The acceptance of any Preferred
Securities validly Offered for Sale is at the sole and absolute discretion of
the Offeror and the Offeror reserves the absolute right not to accept any
Preferred Securities validly Offered for Sale pursuant to the Offer.

New Preferred Securities and New Financing Condition

The Offeror also announces its intention, subject to market conditions, to
issue a new series of euro-denominated non-step-up non-cumulative contingent
convertible perpetual preferred tier 1 securities (the "New Preferred
Securities"). Whether the Offeror will accept for purchase any Preferred
Securities validly tendered in the Offer is subject, without limitation, to
(unless such condition is waived by the Offeror in its sole and absolute
discretion) the successful completion (in the sole determination of the
Offeror) of the issue of the New Preferred Securities (the "New Financing
Condition").

The New Preferred Securities are being offered outside the United States to
non-U.S. persons, pursuant to the provisions of Regulation S of the United
States Securities Act of 1933 ("Regulation S"), as amended (the "Securities
Act"). The New Preferred Securities will not be registered under the
Securities Act or the securities laws of any state or other jurisdiction of
the United States and may not be offered or sold in the United States or
delivered, directly or indirectly, within the United States or to, or for the
account or benefit of, U.S. persons absent registration or an applicable
exemption from the registration requirements of the Securities Act. Any
investment decision to purchase any New Preferred Securities should be made
solely on the basis of the information contained in the preliminary offering
circular relating to the New Preferred Securities that has been made available
to investors together with pricing details.

Priority in Allocation of the New Preferred Securities

A Qualifying Holder who wishes to subscribe for New Preferred Securities in
addition to tendering its Preferred Securities for purchase pursuant to the
Offer may receive, at the sole and absolute discretion of the Offeror,
priority in the allocation of the New Preferred Securities, subject to the
issue of the New Preferred Securities and such Qualifying Holder making a
separate application for the purchase of such New Preferred Securities.

Qualifying Holders should note that the pricing and allocation of the New
Preferred Securities are expected to take place prior to the Expiration Time
for the Offer and any Qualifying Holder that wishes to subscribe for New
Preferred Securities in addition to tendering existing Preferred Securities
for purchase pursuant to the Offer should therefore provide, as soon as
practicable, and prior to the allocation of the New Preferred Securities, to
the Dealer Managers (referred to below) any indications of a firm intention to
tender Preferred Securities for purchase pursuant to the Offer and the quantum
of Preferred Securities that it intends to tender in order for this to be
taken into account as part of the New Preferred Securities allocation process
in accordance with the provisions above.

Please refer to the Tender Offer Memorandum for further details.

Purchase Price

The Purchase Price shall be 100 per cent. of the nominal amount of the
Preferred Securities accepted for purchase pursuant to the Offer.

Tender Consideration

The consideration (the "Tender Consideration") payable on the Settlement Date
(referred to below) to a Qualifying Holder whose Preferred Securities are
validly Offered for Sale and accepted for purchase by the Offeror pursuant to
the Offer will be an amount in euro equal to the sum of:

(i)         the product of (x) the Purchase Price and (y) the nominal
amount of the relevant Preferred Securities; and

(ii)         an amount in cash equal to distributions accrued and
unpaid (if any) from (and including) the distribution payment date immediately
preceding the Settlement Date to (but excluding) the Settlement Date,
calculated in accordance with the terms and conditions of the Preferred
Securities, unless distributions on the Preferred Securities for that period
are cancelled,

rounded, if necessary, to the nearest €0.01, with €0.005 being rounded
upwards.

Maximum Acceptance Amount

The Offeror proposes to accept Preferred Securities for purchase up to a
maximum aggregate nominal amount of Preferred Securities expected to be equal
to the aggregate nominal amount of the New Preferred Securities (the "Maximum
Acceptance Amount") on the terms and subject to the conditions contained in
the Tender Offer Memorandum (although the Offeror reserves the right, in its
sole and absolute discretion and for any reason, to increase or decrease the
Maximum Acceptance Amount).

Acceptance of Offer to Sell Preferred Securities and pro-ration

The Offeror will determine, in its sole and absolute discretion, the aggregate
nominal amount of Preferred Securities accepted for purchase pursuant to the
Offer (the "Acceptance Amount"). Until the Offeror announces whether it has
decided to accept valid Offers to Sell pursuant the Offer and until the
satisfaction or waiver of the New Financing Condition, no assurance can be
given that any Preferred Securities validly Offered for Sale pursuant to the
Offer will be accepted. Even if the New Financing Condition is satisfied, the
acceptance of any Preferred Securities validly Offered for Sale is at the sole
and absolute discretion of the Offeror and the Offeror reserves the absolute
right not to accept any Preferred Securities validly Offered for Sale pursuant
to the Offer.

If the Offeror decides to accept Preferred 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 Preferred Securities which is
greater than the Acceptance Amount, such Tender Instructions will be accepted
on a pro rata basis such that the aggregate nominal amount of Preferred
Securities accepted for purchase is no greater than the Acceptance Amount, as
further set out in the Tender Offer Memorandum.

For the avoidance of doubt, the Offeror will determine the Acceptance Amount
in its sole and absolute discretion.

Extension, Termination and Amendment

The Offeror reserves the right to extend, withdraw, terminate or amend the
terms and conditions of the Offer at any time following the announcement of
the Offer and prior to the announcement of the result of the Offer, as
described in the Tender Offer Memorandum under the heading "Extension,
Termination and Amendment".

Expected Timetable of Events

 Events/Dates                                                                     Times and Dates
 Launch Date                                                                      24 June 2025

 Offer announced and Tender Offer Memorandum available to Qualifying Holders
 upon request from the Tender Agent
 Pricing of the New Preferred Securities                                          24 June 2025
 Announcement of the Maximum Acceptance Amount                                    As soon as reasonably practicable following pricing of the New Preferred

                                                                                Securities
 Announcement of the Maximum Acceptance Amount for the Offer.
 Expiration Time                                                                  5.00 p.m. (CET) on 30 June 2025

 Deadline for receipt by the Tender Agent of Tender Instructions.

 Qualifying Holders should note that Tender Instructions must be submitted in
 accordance with the deadlines of the Clearing System, which will be before the
 Expiration Time.
 Announcement of the Results of the Offer                                         1 July 2025

 Announcement of (i) whether the Offeror will accept any Preferred Securities
 pursuant to the Offer and, if so accepted, (ii) confirmation of the Settlement
 Date, Acceptance Amount, the pro-ration factor (if any) and the nominal amount
 of Preferred Securities that will remain outstanding after the Settlement
 Date.
 New Preferred Securities Settlement Date                                         Expected to be 2 July 2025

 Issue of New Preferred Securities and settlement of such new issue (subject to
 the satisfaction of certain conditions precedent set out in the subscription
 agreement to be entered into by the Offeror and the relevant managers in
 respect of the New Preferred Securities).
 Settlement Date                                                                  Expected to be 2 July 2025

 Subject to satisfaction or waiver of the New Financing Condition on or prior
 to such date, settlement of the Offer.

 Payment of Tender Consideration in respect of Preferred Securities accepted
 for purchase.

This is an indicative timetable and is subject to the right of the Offeror to
extend, re-open, amend and/or terminate the Offer (subject to applicable law
and as provided in the Tender Offer Memorandum).

Announcements and notices to be given to Qualifying Holders in connection with
the Offer will be made (i) by way of communication to the Spanish Securities
Market Commission (Comisión Nacional del Mercado de Valores) (the "CNMV") and
(ii) by the delivery of notices to the Clearing Systems for communication to
Direct Participants. Announcements may also be made by issue of a press
release to one or more Notifying News Service(s). Announcements and notices
will also be disseminated to U.S. holders in English. Copies of all such
announcements, press releases and notices can also be obtained upon request
from the Tender Agent.

 

Significant delays may be experienced where notices are delivered through the
Clearing Systems and Qualifying Holders are urged to contact the Tender Agent
for the relevant announcements during the Offer Period.

Qualifying Holders are advised to check with any Intermediary through which
they hold their Preferred Securities as to the deadlines by which such
Intermediary would require receipt of instructions from Qualifying Holders to
participate in, or to withdraw their instructions to participate in, the Offer
in accordance with the terms and conditions of the Offer as described in the
Tender Offer Memorandum in order to meet the relevant deadlines (which will be
earlier than the deadlines set out above) and the corresponding deadlines set
by the Clearing Systems.

Banco Santander, S.A and Santander US Capital Markets LLC are acting as Dealer
Managers for the Offer and Kroll Issuer Services Limited is acting as Tender
Agent. For detailed terms of the Offer please refer to the Tender Offer
Memorandum which (subject to offer and distribution restrictions) can be
obtained from the Dealer Managers and the Tender Agent referred to below.

Holders having questions regarding the Offer may contact the Dealer Managers
and the Tender Agent at the contact details set out at the end of this
announcement. Questions or requests for assistance in participating in the
Offer and the delivery of Tender Instructions may be directed to the Tender
Agent.

 

 

DEALER MANAGERS

 Banco Santander, S.A.                           Santander US Capital Markets LLC
 Ciudad Grupo Santander                          437 Madison Avenue, 8th Floor

Avenida de Cantabria s/n
New York, New York 10022

28660
United States

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

Attn: Liability Management
Tel (collect): +1 (212)  350-0660

Email: liabilitymanagement@gruposantander.com
Attn: Liability Management Team

Email: AmericasLM@santander.us

 THE TENDER AGENT

Kroll Issuer Services Limited
 The News Building

3 London Bridge Street

London SE1 9SG

United Kingdom

Tel: +44 20 7704 0880
 Attn: Scott Boswell

Email: santander@is.kroll.com

Website: https://deals.is.kroll.com/santander
 (https://deals.is.kroll.com/santander)

 

Boadilla del Monte (Madrid), 24 June 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.

 

 

IMPORTANT INFORMATION

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. No offer or invitation to acquire any
securities is being made pursuant to this announcement.

None of the Offeror, the Dealer Managers or the Tender Agent or any of their
respective directors, employees, officers, agents or affiliates expresses any
opinion about the merits of the Offer or makes any recommendation as to
whether or not any Qualifying Holder should Offer to Sell its Preferred
Securities and no one has been authorised by the Offeror, the Dealer Managers
or the Tender Agent to make any such recommendation.

OFFER RESTRICTIONS

United Kingdom

The communication of the Tender Offer Memorandum 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 authorised person for the purposes of
section 21 of the Financial Services and Markets Act 2000. 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 as a financial promotion is only being made
to, and may only be acted upon by, those persons in the United Kingdom falling
within the definition of investment professionals (as defined in Article 19(5)
of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "Financial Promotion Order")) or persons who are within
Article 43 of the Financial Promotion Order or any other persons to whom it
may otherwise lawfully be made under the Financial Promotion Order.

France

The Tender Offer Memorandum and any documents or offering materials relating
to the Offer may not be distributed in the Republic of France except to
qualified investors (investisseurs qualifiés) as defined in Article 2(e) of
the Prospectus Regulation, as amended, and Article L.411-2 of the French Code
monétaire et financier as amended from time to time. The Tender Offer
Memorandum has not been and will not be submitted for clearance to nor
approved by the Autorité des marchés financiers.

Republic of Italy

None of the Offer, the Tender Offer Memorandum or any other documents or
materials relating to the Offer has been or will be submitted to the clearance
procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB")
pursuant to Italian laws and regulations. The Offer is being carried out in
the Republic of Italy ("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. Holders or beneficial
owners of the Preferred Securities that are located in Italy may tender their
Preferred Securities in the Offer through authorised persons (such as
investment firms, banks or financial intermediaries permitted to conduct such
activities in 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
Preferred Securities and/or the Offer.

Spain

Neither the Offer nor the Tender Offer Memorandum constitute 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 Regulation (EU)
2017/1129, 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, the Tender Offer Memorandum
has not been and will not be submitted for approval nor approved by the CNMV.

General

The Tender Offer Memorandum does not constitute an offer to buy or the
solicitation of an offer to sell Preferred Securities, and tenders of
Preferred Securities for purchase pursuant to the Offer will not be accepted
from Holders, in any circumstances in which such offer or solicitation is
unlawful.

Each holder of Preferred Securities participating in the Offer will also be
deemed to give certain representations and warranties in respect of the
jurisdictions referred to above and generally as set out in "Procedures for
submitting Offers to Sell - Representations, warranties and undertakings by
the Holders and Direct Participants" of the Tender Offer Memorandum. Any Offer
to Sell Preferred Securities pursuant to the Offer from a Holder or its Direct
Participant that is unable to make these representations and warranties will
not be accepted. Each of the Offeror, the Dealer Managers and the Tender Agent
reserves the right, in its absolute discretion, to investigate, in relation to
any Offer to Sell Preferred Securities, whether any such representation and
warranty given by a Holder is correct and, if such investigation is undertaken
and as a result the Offeror, the Dealer Managers or the Tender Agent
determines (for any reason) that such representation and warranty is not
correct, such Offer to Sell shall not be accepted.

NEW PREFERRED SECURITIES

The offering of the New Preferred Securities may be restricted by law in
certain jurisdictions and therefore persons into whose possession this
announcement comes should inform themselves about and observe any such
restrictions. Any failure to comply with these restrictions could result in a
violation of the laws of any such jurisdiction.

PROHIBITION ON MARKETING AND SALES TO RETAIL INVESTORS: The New Preferred
Securities are complex financial instruments with high risk and are not a
suitable or appropriate investment for all investors. Each of the managers
participating in the issue of the New Preferred Securities (the " Managers")
has represented and agreed that the offers of the New Preferred Securities in
the European Economic Area ("EEA") and in the United Kingdom ("UK") shall only
be made to eligible counterparties and professional clients, each as defined
in Directive 2014/65/EU on markets in financial instruments (as amended,
"MiFID II") or the FCA Handbook Conduct of Business Sourcebook ("COBS").
Additionally, in some jurisdictions, regulatory authorities have adopted or
published laws, regulations or guidance with respect to the offer or sale of
securities such as the New Preferred Securities. Potential investors in the
New Preferred Securities should inform themselves of, and comply with, any
applicable laws, regulations or regulatory guidance with respect to any resale
of the New Preferred Securities (or any beneficial interests therein).

Investors in Hong Kong should not purchase the New Preferred Securities in the
primary or secondary markets unless they are professional investors (as
defined in the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong)
and its subsidiary legislation, "Professional Investors") only and understand
the risks involved. The New Preferred Securities are generally not suitable
for retail investors.

PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The New Preferred Securities
are not intended to be offered, sold or otherwise made available to and should
not be offered, sold or otherwise made available to any retail investor in the
EEA. For these purposes, a retail investor means a person who is one (or more)
of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II;
or (ii) a customer within the meaning of Directive (EU) 2016/97 (the
"Insurance Distribution Directive"), where that customer would not qualify as
a professional client as defined in point (10) of Article 4(1) of MiFID II; or
(iii) not a qualified investor as defined in the Prospectus Regulation.
Consequently no key information document (KID) required by Regulation (EU) No.
1286/2014 on key information documents for packaged and retail and
insurance-based investment products (the "PRIIPs Regulation") for offering or
selling the New Preferred Securities or otherwise making them available to
retail investors in the EEA has been prepared and therefore offering or
selling the New Preferred Securities or otherwise making them available to any
retail investor in the EEA may be unlawful under the PRIIPs Regulation.

PROHIBITION OF SALES TO UK RETAIL INVESTORS - The New Preferred Securities are
not intended to be offered, sold or otherwise made available to and should not
be offered, sold or otherwise made available to any retail investor in the UK.
For these purposes, a retail investor means a person who is one (or more) of:
(i) a retail client, as defined in point (8) of Article 2 of Regulation (EU)
No 2017/565 as it forms part of the UK domestic law by virtue of the UK
domestic law by virtue of European Union (Withdrawal) Act of 2018 (the
"EUWA"); or (ii) a customer within the meaning of the provisions of the
Financial Services and Markets Act 2000 (the "FSMA") and any rules or
regulations made under the FSMA to implement Insurance Distribution Directive,
where that customer would not qualify as a professional client, as defined in
point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of
the UK domestic law by virtue of the EUWA ("UK MiFIR"); or (iii) not a
qualified investor as defined in Article 2 of the Prospectus Regulation as it
forms part of UK domestic law by virtue of the EUWA.

Consequently no key information document required by the PRIIPs regulation as
it forms part of UK domestic law by virtue of the EUWA (the "UK PRIIPs
Regulation") for offering or selling the New Preferred Securities or otherwise
making them available to retail investors in the UK has been prepared and
therefore offering or selling the New Preferred Securities or otherwise making
them available to any retail investor in the UK may be unlawful under the UK
PRIIPs Regulation.

MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPs ONLY TARGET
MARKET - Solely for the purposes of each manufacturer's product approval
process, the target market assessment in respect of the New Preferred
Securities has led to the conclusion that: (i) the target market for the New
Preferred Securities is eligible counterparties and professional clients only,
each as defined in MiFID II; and (ii) all channels for distribution of the New
Preferred Securities to eligible counterparties and professional clients are
appropriate. The target market assessment indicates that the New Preferred
Securities are incompatible with the needs, characteristic and objectives of
retail clients (as defined in MiFID II). Any person subsequently offering,
selling or recommending the New Preferred Securities (a "distributor") should
take into consideration the manufacturers' target market assessment. However,
a distributor subject to MiFID II is responsible for undertaking its own
target market assessment in respect of the New Preferred Securities (by either
adopting or refining the manufacturers' target market assessment) and
determining appropriate distribution channels.

UK MiFIR product governance / Professional investors and ECPs only target
market - Solely for the purposes of each manufacturer's product approval
process, the target market assessment in respect of the New Preferred
Securities has led to the conclusion that: (i) the target market for the New
Preferred Securities is only eligible counterparties, as defined in the COBS,
and professional clients, as defined UK MiFIR; and (ii) all channels for
distribution of the New Preferred Securities to eligible counterparties and
professional clients are appropriate. Any distributor should take into
consideration the manufacturers' target market assessment; however, a
distributor subject to the FCA Handbook Product Intervention and Product
Governance Sourcebook is responsible for undertaking its own target market
assessment in respect of the New Preferred Securities (by either adopting or
refining the manufacturers' target market assessment) and determining
appropriate distribution channels.

The New Preferred Securities are being offered outside the United States to
non-U.S. persons, pursuant to the provisions of Regulation S. The New
Preferred Securities will not be registered under the Securities Act or the
securities laws of any state or other jurisdiction of the United States and
may not be offered or sold in the United States or delivered, directly or
indirectly, within the United States or to, or for the account or benefit of,
U.S. persons absent registration or an applicable exemption from the
registration requirements of the Securities Act. Any investment decision to
purchase any New Preferred Securities should be made solely on the basis of
the information contained in the preliminary offering circular relating to the
New Preferred Securities that has been made available to investors together
with pricing details.

This announcement is not being distributed to, and must not be passed on to,
the general public in the UK and is not intended to be an invitation or
inducement to engage in investment activity for the purpose of Section 21 of
the FSMA. This announcement is directed only at: (i) persons who are outside
the UK; (ii) persons who are investment professionals within the meaning of
Article 19(5) of the Financial Promotion Order; (iii) high net worth entities
falling within Article 49(2)(a) to (d) of the Financial Promotion Order or
(iv) any other persons to whom this announcement for the purposes of Section
21 of the FSMA can otherwise lawfully be distributed (all such persons
together being referred to as "relevant persons"), and must not be acted on or
relied upon by persons other than relevant persons. Any investment or
investment activity to which this announcement relates is available only to
and will be engaged in only with relevant persons.

The New Preferred Securities may not be offered or sold or distributed, nor
may any subsequent resale of New Preferred Securities be carried out in Spain,
except in circumstances which do not require the registration of a prospectus
in Spain or without complying with all legal and regulatory requirements under
Spanish securities laws. No publicity or marketing of any kind shall be made
in Spain in relation to the New Preferred Securities.

Neither the New Preferred Securities nor the Offering Circular in connection
thereof have been registered with the CNMV and therefore the Offering Circular
is not intended for any offer of the New Preferred Securities in Spain that
would require the registration of a prospectus with the CNMV.

This announcement is not an offer of securities or investments for sale nor a
solicitation of an offer to buy securities or investments in any jurisdiction
where such offer or solicitation would be unlawful. No action has been taken
that would permit an offering of the New Preferred Securities or possession or
distribution of this announcement in any jurisdiction where action for that
purpose is required. Persons into whose possession this announcement comes are
required to inform themselves about and to observe any such restrictions.

Singapore Securities and Futures Act Product Classification - In connection
with Section 309B of the Securities and Futures Act 2001 of Singapore (the
"SFA") and the Securities and Futures (Capital Markets Products) Regulations
2018 of Singapore (the "CMP Regulations 2018"), Santander has determined, and
hereby notifies all relevant persons (as defined in Section 309A(1) of the
SFA), that the New Preferred Securities are 'prescribed capital markets
products' (as defined in the CMP Regulations 2018) and Excluded Investment
Products (as defined in the MAS Notice SFA 04-N12: Notice on the Sale of
Investment Products and the MAS Notice FAA-N16: Notice on Recommendations on
Investment Products).

A COPY OF THE PRELIMINARY OFFERING CIRCULAR AND FINAL OFFERING CIRCULAR MAY BE
OBTAINED BY ELIGIBLE INVESTORS FROM YOUR SALES REPRESENTATIVE.

The Managers are acting exclusively for the issuer of the New Preferred
Securities and for no-one else in connection with the book-build and
allocation process for the issuance of the New Preferred Securities. The
Managers will not regard any other person (whether or not a recipient of this
communication) as a client in relation to the New Preferred Securities and
will not be responsible to anyone other than the issuer for providing the
protections afforded to clients of the Managers, nor for providing services
and/or advice in connection with the offering of the New Preferred Securities.
Please contact your sales representative if you have any further questions.
Information on the Managers fee (as the case may be) in connection with the
New Preferred Securities is available from your usual sales representative
upon request.

Notice to U.S. Investors

The proposed transaction relates to the securities of Banco Santander, S.A., a
company incorporated in Spain. Information distributed in connection with the
proposed transaction is subject to Spanish disclosure requirements that are
different from those of the United States.

It may be difficult for you to enforce your rights and any claim you may have
arising under the U.S. federal securities laws in respect of the proposed
transaction, since the company is located in Spain and some or all of its
officers and directors are residents of Spain. You may not be able to sue the
company or its officers or directors in a Spanish court for violations of the
U.S. securities laws. Finally, it may be difficult to compel the company and
its affiliates to subject themselves to a U.S. court's judgment.

You should be aware that the company may purchase subject securities otherwise
than under the proposed transaction, such as in open market or privately
negotiated purchases, at any time during the pendency of the proposed
transaction.

The New Preferred Securities will be offered outside the United States to
non-U.S. persons, pursuant to the provisions of Regulation S. The New
Preferred Securities will not be registered under the Securities Act or the
securities laws of any state or other jurisdiction of the United States and
may not be offered or sold in the United States or delivered, directly or
indirectly, within the United States or to, or for the account or benefit of,
U.S. persons absent registration or an applicable exemption from the
registration requirements of the Securities Act. Any investment decision to
purchase any New Preferred Securities should be made solely on the basis of
the information contained in the preliminary offering circular relating to the
New Preferred Securities that will be made available to investors together
with pricing details (when available).

 

 

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