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

Banco Santander SAAnnouncement

17/11/2023 07:00

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RNS Number : 7589T  Banco Santander S.A.  16 November 2023

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 two series of
preferred securities contingently convertible into newly issued ordinary
shares of the Bank, excluding the pre-emptive subscription rights of its
shareholders, for a total nominal amount of two billion five hundred million
U.S. dollars ($ 2,500,000,000) (the "Issue" and the "CoCos"). The total
nominal amount of the Issue is divided as follows between each of the two
series:

(i)    Series 13: with a nominal amount of one billion one hundred and fifty million U.S. dollars ($ 1,150,000,000).
(ii)   Series 14: with a nominal amount of one billion three hundred and fifty million U.S. dollars ($ 1,350,000,000).

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
as follows for each of the two series:

(i)    Series 13: at 9.625% on an annual basis for the first 5 years and 6 months, which will be reviewed every 5 years thereafter, in accordance with the terms and conditions of the CoCos, by applying a margin of 530.60 basis points to the rate resulting from the applicable 5-year UST.
(ii)   Series 14: at 9.625% on an annual basis for the first 10 years, which will be reviewed every 5 years thereafter, in accordance with the terms and conditions of the CoCos, by applying a margin of 529.80 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 September 2023, the fully loaded
consolidated CET1 ratio of the Bank was 12.3%.

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), 16 November 2023

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 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 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 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 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 to offer, sale or distribute in different jurisdictions,
including Canada, Hong Kong, 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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