REG - Banco Santander S.A. - Capital Reduction (2022 buy-back programme shares)

Banco Santander SAAnnouncement

28/06/2022 17:30

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RNS Number : 5344Q  Banco Santander S.A.  28 June 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 1.7% to cancel the shares
 acquired in the share buy-back programme carried out between March and May
 2022 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 on 1 April 2022 on
 second call under item 7 C of the agenda (the "Capital Reduction").
 It is hereby stated that, on 28 June 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 143,154,722.50 through
 the cancellation of 286,309,445  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 8,397,200,792, represented by 16,794,401,584 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 on 14 March 2022
 with registration number 1360 and the notice of other relevant information
 published on 6 May 2022 with registration number 16098, 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 143,154,722.50), 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 (http://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 286,309,445  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), 28 June 2022

IMPORTANT INFORMATION

 Non-IFRS and alternative performance measures

 This document contains, in addition to the financial information prepared in
 accordance with International Financial Reporting Standards ("IFRS") and
 derived from our financial statements, 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 (ESMA/2015/1415en) and other non-IFRS measures ("Non-IFRS Measures").
 These financial measures that qualify as APMs and non-IFRS measures have been
 calculated with information from Santander Group; however those financial
 measures  are not defined or detailed in the applicable financial reporting
 framework nor have been audited or reviewed by our auditors. We use these APMs
 and non-IFRS measures when planning, monitoring and evaluating our
 performance. We consider these APMs and non-IFRS measures to be useful metrics
 for our management and investors to compare operating performance between
 accounting periods, as these measures exclude items outside the ordinary
 course performance of our business, which are grouped in the "management
 adjustment" line and are further detailed in Section 3.2 of the Economic and
 Financial Review in our Directors' Report included in our Annual Report on
 Form 20-F for the year ended 31 December 2021. Nonetheless, these APMs and
 non-IFRS measures should be considered supplemental information to, and are
 not meant 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. For further details on APMs
 and Non-IFRS Measures, including its 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 2021
 Annual Report on Form 20-F filed with the U.S. Securities and Exchange
 Commission (the "SEC") on 1 March 2022, as updated by the Form 6-K filed with
 the SEC on 8 April 2022 in order to reflect our new organizational and
 reporting structure, as well as the section "Alternative performance measures"
 of the annex to this Banco Santander, S.A. ("Santander") Q1 2022 Financial
 Report, published as Inside Information on 26 April 2022. These documents are
 available on Santander's website (www.santander.com). 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
 included businesses 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

 Banco Santander, S.A. ("Santander") advises that this document contains
 "forward-looking statements" as per the meaning of the U.S. Private Securities
 Litigation Reform Act of 1995. These statements may be identified by words
 like "expect", "project", "anticipate", "should", "intend", "probability",
 "risk", "VaR", "RoRAC", "RoRWA", "TNAV", "target", "goal", "objective",
 "estimate", "future" and similar expressions. Found throughout this document,
 they include (but are not limited to) statements on our future business
 development, economic performance and shareholder remuneration policy.
 However, a number of risks, uncertainties and other important factors may
 cause actual developments and results to differ materially from our
 expectations. The following important factors, in addition to others discussed
 elsewhere in this document, could affect our future results and could cause
 materially different outcomes from those anticipated in forward-looking
 statements: (1) general economic or industry conditions of areas where we have
 significant operations or investments (such as a worse economic environment;
 higher volatility in the capital markets; inflation or deflation; changes in
 demographics, consumer spending, investment or saving habits; and the effects
 of the war in Ukraine or the COVID-19 pandemic in the global economy); (2)
 exposure to various market risks (particularly interest rate risk, foreign
 exchange rate risk, equity price risk and risks associated with the
 replacement of benchmark indices); (3) potential losses from early repayments
 on our loan and investment portfolio, declines in value of collateral securing
 our loan portfolio, and counterparty risk; (4) political stability in Spain,
 the United Kingdom, other European countries, Latin America and the US (5)
 changes in legislation, regulations, taxes, including regulatory capital and
 liquidity requirements, especially in view of the UK exit of the European
 Union and increased regulation in response to financial crises; (6) our
 ability to integrate successfully our acquisitions and related challenges that
 result from the inherent diversion of management's focus and resources from
 other strategic opportunities and operational matters; and (7) changes in our
 access to liquidity and funding on acceptable terms, in particular if
 resulting from credit spreads shifts or downgrade in credit ratings for the
 entire Group or significant subsidiaries.

 Numerous factors could affect our future results and could cause those results
 deviating from those anticipated in the forward-looking statements. Other
 unknown or unpredictable factors could cause actual results to differ
 materially from those in the forward-looking statements.

 Forward-looking statements speak only as of the date of this document and are
 informed by the knowledge, information and views available on such date.
 Santander is not required to update or revise any forward-looking statements,
 regardless of new information, future events or otherwise.

 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 results (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.

 Third Party Information

 In particular, regarding the data provided by third parties, neither
 Santander, nor any of its administrators, directors or employees, either
 explicitly or implicitly, guarantees that these contents are exact, accurate,
 comprehensive or complete, nor are they obliged to keep them updated, nor to
 correct them in the case that any deficiency, error or omission were to be
 detected. Moreover, in reproducing these contents in by any means, Santander
 may introduce any changes it deems suitable, may omit partially or completely
 any of the elements of this document, and in case of any deviation between
 such a version and this one, Santander assumes no liability for any
 discrepancy.

 

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