REG - Banco Santander S.A. - Commencement of a program to repurchase own shares

Banco Santander SAAnnouncement

14/03/2022 12:00

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20220314:nRSN6813Ea&default-theme=true

RNS Number : 6813E  Banco Santander S.A.  14 March 2022

 

 

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

INSIDE INFORMATION

Further to the inside information communicated on 24 February 2022
(registration number 1334), and having obtained the appropriate regulatory
authorization, Banco Santander hereby gives notice of the commencement of a
new program to repurchase own shares (the "Buy-Back Programme" or the
"Programme") for a maximum amount of 865 million euros.The Buy-Back Programme
will be executed pursuant to the resolutions adopted by the general
shareholders' meeting held on 3 April 2020 and in accordance with the
provisions of Article 5 of Regulation (EU) No. 596/2014 of the European
Parliament and of the Council of 16 April 2014 on market abuse (the "Market
Abuse Regulation") and in Commission Delegated Regulation (EU) 2016/1052 (the
"Delegated Regulation"), and will have the following characteristics:.

 §   Purpose of the Buy-Back Programme: to reduce the Bank's share capital
 through the redemption of the shares acquired under the Programme in the share
 capital reduction submitted for approval by the 2022 Annual Shareholders'
 Meeting under item 7ºC of the agenda, subject to regulatory approval.
 §   Maximum investment: the Buy-Back Programme will have a maximum monetary
 amount of €865 million (equivalent to approximately 20% of the Group's
 underlying profit in the second half of 2021).
 §   Maximum price: Banco Santander intends to implement the Buy-Back
 Programme in a way that causes the average purchase price of shares not to
 exceed 4.12 euro, corresponding to the tangible book value per share at 31
 December 2021.
 §   Maximum number of shares: The maximum number of shares that may be
 acquired pursuant to the Programme will depend on the average price at which
 they are acquired, but will not exceed 10 % of the Bank's share capital.
 Assuming that the average purchase price at which shares are acquired pursuant
 to the Programme were 2.8640 euros (corresponding to the closing price of the
 Bank's share in the Spanish Stock Exchanges of March 11(th), 2022), the
 maximum number of shares that would be acquired would be 302,025,139 (1.74% of
 the Bank's share capital).
 §   Other conditions: shares will be purchased at market price, subject to
 the following restrictions:
 -    The Bank may not purchase shares at a price higher than the greater of
 the following two: (a) the price of the last independent trade, or (b) the
 highest current independent purchase bid on the trading venue where the
 purchase is carried out. In no event will the price be higher than a 3% excess
 of the last listing price for trading operations in which the Bank does not
 act for its own account on the Spain's Automated Quotation System (Mercado
 Continuo).
 -    The Bank may not purchase on any trading day more than 25% of the
 average daily volume of the Bank's shares on the trading venue on which the
 purchase is carried out. For the purposes of the above computation, the
 average daily volume will be based on the average daily volume traded in the
 twenty (20) business days preceding the date of each purchase.
 §   Indicative duration of the Buy-Back Programme: from 15 March 2022 to 18
 May 2022. However, the Bank reserves the right to terminate the Buy-Back
 Programme if, prior to its expiry date, the maximum monetary amount is reached
 or if any other circumstances so advise.
 §   Execution of the Buy-Back Programme: the Programme will be executed by
 the team that, in accordance with the Bank's treasury stock policy, is
 responsible for the execution of treasury shares transactions. Acquisitions
 under the Buy-Back Programme will be made only in trading venues located in
 Spain.

 

The interruption, termination or modification of the Buy-Back Programme will
be duly communicated to the Spanish National Securities Market Commission
(Comisión Nacional del Mercado de Valores). Transactions under the Buy-Back
Programme will be publicly disclosed within 7 days of their execution.

 

Boadilla del Monte (Madrid), March 14th,  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 their 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 on 1  March 2021, as well as the section "Alternative performance
 measures" of the annex to the Banco Santander Q4 2021 Financial Report,
 published as Inside Information on 2 February 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 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, among others, 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 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 or taxes, including regulatory capital and liquidity
 requirements, especially in view of the UK exit from the European Union and
 increased regulation in response to financial crisis; (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 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  POSJIMBTMTIBBPT