REG - Banco Santander S.A. - Information to bondholders

Banco Santander SAAnnouncement

08/07/2022 07:00

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RNS Number : 8177R  Banco Santander S.A.  08 July 2022

 

Banco Santander, S.A. ("Banco Santander" or the "Bank"), in compliance with
the relevant securities market legislation, hereby announces:

 

OTHER RELEVANT INFORMATION

 

Holders of those covered bonds secured by mortgage-backed loans (cédulas
hipotecarias), by public sector loans (cédulas territoriales) and by
internationalization loans (cédulas de internacionalización) issued by the
Bank, currently outstanding and whose ISIN (International Securities
Identification Numbering) codes are set forth in Annex 1 (respectively, the
"Mortgage-Backed Covered Bonds'", the "Public Sector Covered Bonds'" and the
"Internationalization Covered Bonds'" and, jointly, the "Covered Bonds"), are
hereby informed that, as of today, the legal regime for the Covered Bonds will
be that provided for in Royal Decree-Law 24/2021. 1  (#_ftn1)

As a consequence of the above, holders of the Covered Bonds are hereby
informed that:

-           Said securities have been included in the Bank's
mortgage-backed covered bonds programme (programa de cédulas hipotecarias),
public sector covered bonds programme (programa de cédulas territoriales) or
internationalization covered bonds programme (programa de cédulas de
internacionalización) (as corresponds) (respectively, the "Mortgage-Backed
Covered Bonds' Programme", the "Public Sector Covered Bonds' Programme" and
the "Internationalization Covered Bonds' Programme" and, together, the
"Programmes"). 2  (#_ftn2) On 4 July, Banco de España has authorised the
establishment of each of the Programmes.

-           The payment obligations of the Bank regarding the
covered bonds included, now or in the future, in each one of the Programmes
will be especially covered by an open and variable portfolio of assets
identified and individualised in the Bank's corresponding special registry
(each asset portfolio, the "Cover Pool"). 3  (#_ftn3)

-           Deloitte Advisory, S.L. ("Deloitte") has been designated
as external cover pool monitor for the Cover Pools and, in that capacity, has
verified the transitioning process followed by Banco Santander and has checked
that the transferred assets fulfil the criteria established by the Bank in
line with Royal Decree-Law 24/2021. In particular, Deloitte has verified that
the valuation of the real estate assets securing the mortgage loans integrated
in the Cover Pool of the Mortgage-Backed Covered Bonds Programme used to
ensure that such loans comply with the requirements of Royal Decree-Law
24/2021 is the lower of (i) the reference value being used by the issuer in
accordance with Circular 4/2017, of Banco de España, and (ii) the full
individual appraisal value performed in accordance with Order ECO/805/2003 on
the occasion of the granting of the loan.

-           The Covered Bonds will otherwise continue to be
governed, mutatis mutandis, by their corresponding terms and conditions.

 

The entry into force of Royal Decree-Law 24/2021 has not affected the ratings
of the Covered Bonds.

 

Boadilla del Monte (Madrid), 8 July 2022.

 http://www.rns-pdf.londonstockexchange.com/rns/8177R_1-2022-7-8.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/8177R_1-2022-7-8.pdf)

 1  (#_ftnref1) As of today, the first book, the first through third
transitory provisions, the first and fourth final provisions and letters a)
through e) of the sole repealing provision of Royal Decree-Law 24/2021 of 2
November on the transposition of certain European Union Directives in the
areas of covered bonds, cross-border distribution of collective investment
undertakings, open data and reuse of public sector information, exercise of
copyright and related rights applicable to certain online transmissions and
retransmissions of radio and television programmes, temporary exemptions for
certain imports and supplies, for consumers and for the promotion of clean and
energy efficient road transport vehicles (as amended by Royal Decree-Law
11/2022, of June 25, adopting and extending certain measures to respond to the
economic and social consequences of the war in Ukraine, to address situations
of social and economic vulnerability, and for the economic and social recovery
of the island of La Palma) (the "Royal Decree-Law 24/2021") have come into
force.

 2  (#_ftnref2) In addition to the Covered Bonds, each one of the Programmes
(as appropriate) will include any other mortgage-backed, public sector or
internationalization covered bonds (as corresponds) issued by the Bank that
explicitly adhere to the corresponding Programme.

 3  (#_ftnref3) The Bank will have three Cover Pools related to the
Programmes: one Cover Pool that will cover the obligations corresponding to
the covered bonds included in the Mortgage-Backed Covered Bonds Programme,
another one that will cover the obligations corresponding to the covered bonds
included in the Public Sector Covered Bonds Programme and another one that
will cover the obligations corresponding to the covered bonds included in the
Internationalization Covered Bonds Programme. Each of the Cover Pools will
consist exclusively of the primary assets and, when appropriate, the liquid
assets, replacement assets and derivative instruments eligible under Royal
Decree-Law 24/2021.

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