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

Banco Santander SAAnnouncement

13/02/2025 12:15

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RNS Number : 0545X  Banco Santander S.A.  13 February 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 6 February 2025 (registered under number
2585) regarding the invitation by Santander to holders of its outstanding
€1,500,000,000 3.250 per cent. Subordinated Instruments due April 2026
(ISIN: XS1384064587) (the "EUR 2026 Notes") and €1,000,000,000 3.125 per
cent. Subordinated Instruments due January 2027 (ISIN: XS1548444816) (the "EUR
2027 Notes" and, together with the EUR 2026 Notes, the "Notes" and each a
"Series") 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 6
February 2025 (the "Tender Offer Memorandum") (the "Offers"), the Offeror now
announces the results of the Offers.

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 Offers was 5.00 p.m. (CET) on 12 February 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 relevant Purchase Price: (i) €600,800,000 in aggregate
principal amount of the EUR 2026 Notes; and (ii) €563,600,000 in aggregate
principal amount of the EUR 2027 Notes, as set out in the table below.

 

 Description of Notes                                                        ISIN          Maturity Date    Aggregate principal amount accepted  Reference Benchmark                  Reference Benchmark Yield  Purchase Spread  Purchase Yield  Purchase Price (expressed as a percentage)
 €1,500,000,000 3.250 per cent. Subordinated Instruments due April 2026      XS1384064587  4 April 2026     €600,800,000                         EUR 2026 Interpolated Mid-Swap Rate  2.356%                     +25 bps.         2.606%          100.701%

 €1,000,000,000 3.125 per cent. Subordinated Instruments due January 2026    XS1548444816  19 January 2027  €563,600,000                         EUR 2027 Interpolated Mid-Swap Rate  2.284%                     +35 bps.         2.634%          100.905%

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 (i) €899,200,000 of EUR 2026 Notes
and (ii) €463,400,000 of EUR 2027 Notes.

Payment of the relevant Tender Consideration in respect of the Notes accepted
for purchase by the Offeror will occur on the Settlement Date, which is
expected to be 17 February 2025.

Any requests for information in relation to the Offers should be directed to
the Dealer Managers 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), 13 February 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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