REG - Banco Santander S.A. - Capital reduction (2021 buy-back programme shares)

Banco Santander SAAnnouncement

01/04/2022 18:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20220401:nRSA0491Ha&default-theme=true

RNS Number : 0491H  Banco Santander S.A.  01 April 2022

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

OTHER RELEVANT INFORMATION

 Banco Santander reduces its share capital by 1.5% to cancel the shares
 acquired in the share buy-back programme carried out in October and November
 2021 in the context of the shareholder remuneration applicable to the results
 of financial year 2021.
 The board of directors of Banco Santander has resolved today to implement the
 Bank's share capital reduction through a cancellation of own shares approved
 at the Bank's ordinary general shareholders' meeting held today on second call
 under item 7 B of the agenda (the "Capital Reduction").
 It is hereby stated that, on 30 March 2022, the European Central Bank granted
 the authorisation required to implement the Capital Reduction in accordance
 with applicable regulations.
 Banco Santander's share capital has been reduced by EUR 129,965,136.50 through
 the cancellation of 259,930,273 own shares, each with a nominal value of EUR
 0.50. The share capital resulting from the Capital Reduction implementation
 has been set at EUR 8,540,355,514.50, represented by 17,080,711,029 shares
 with a nominal value of EUR 0.50 each, all of them of the same class and
 series.
 The purpose of the Capital Reduction is the cancellation of the Bank's own
 shares, contributing to the remuneration of the Bank's shareholders by
 increasing the profit per share - a consequence which is inherent to the
 decrease in the number of shares. The Capital Reduction does not involve the
 return of contributions, since the Bank is the owner of the cancelled shares,
 having acquired them within the framework of the share buy-back programme, the
 beginning and termination of which Banco Santander properly notified to the
 market through the notice of inside information published 6 October 2021 with
 registration number 1086 and the notice of other relevant information
 published on 26 November 2021 with registration number 12909, respectively.
 A reserve for amortised capital has been funded with a charge to the share
 premium reserve for an amount equal to the nominal value of the cancelled
 shares (i.e. EUR 129,965,136.50), which may only be used under the same
 conditions as those required for the reduction of the share capital, in
 accordance with article 335 c) of the Spanish Companies Law. Consequently, in
 accordance with article 335 c) of the Spanish Companies Law, the Bank's
 creditors are not afforded the right of opposition referred to in article 334
 of the Spanish Companies Law.
 For purposes of the provisions of Section 411 of the Spanish Companies Law and
 in accordance with Additional Provision One of Law 10/2014 of 26 June on the
 organisation, supervision and solvency of credit institutions, it is hereby
 stated for the record that, as the Bank is a credit institution and the other
 requirements set forth in the aforementioned Additional Provision are met, the
 consent of the bondholder syndicates for the outstanding debenture and bond
 issues is not required for the implementation of the reduction.
 The announcements of the Capital Reduction will be published in the Official
 Gazette of the Spanish Commercial Registry and on the Bank's corporate website
 (www.santander.com (file:///C:/NRPortbl/UYM/SUE/www.santander.com) ) in the
 coming days.
 Thereafter, the public deed regarding the corporate resolutions on the Capital
 Reduction and amendment of the Bank's By-laws will be granted and subsequently
 registered with the Commercial Registry of Santander. In addition, the
 delisting of the 259,930,273 cancelled shares from the Spanish and foreign
 stock exchanges or stock markets on which the Bank's shares are listed, and
 the cancellation of the book-entry records of the cancelled shares before the
 competent bodies will both be requested.
 Boadilla del Monte (Madrid), 1 April 2022

 

 

 IMPORTANT INFORMATION
 No offer

 The information contained in this document is subject to, and must be read in
 conjunction with, all other publicly available information, including, where
 relevant any fuller disclosure document published by Santander. Any person at
 any time acquiring securities must do so only on the basis of such person's
 own judgment as to the merits or the suitability of the securities for its
 purpose and only on such information as is contained in such public
 information having taken all such professional or other advice as it considers
 necessary or appropriate in the circumstances and not in reliance on the
 information contained in this document. No investment activity should be
 undertaken on the basis of the information contained in this document. In
 making this document available Santander gives no advice and makes no
 recommendation to buy, sell or otherwise deal in shares in Santander or in any
 other securities or investments whatsoever.

 Neither this document nor any of the information contained therein constitutes
 an offer to sell or the solicitation of an offer to buy any securities. No
 offering of securities shall be made in the United States except pursuant to
 registration under the U.S. Securities Act of 1933, as amended, or an
 exemption therefrom. Nothing contained in this document is intended to
 constitute an invitation or inducement to engage in investment activity for
 the purposes of the prohibition on financial promotion in the U.K. Financial
 Services and Markets Act 2000.
 Historical performance is not indicative of future results

 Statements about historical performance or accretion must not be construed to
 indicate that future performance, share price or future earnings (including
 earnings per share) in any future period will necessarily match or exceed
 those of any prior period. Nothing in this document should be taken as a
 profit forecast.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  CARIBMFTMTAMBTT