REG - Banco Santander S.A. - Invitation to purchase certain instruments

Banco Santander SAAnnouncement

06/02/2025 08:15

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RNS Number : 1692W  Banco Santander S.A.  06 February 2025

Banco Santander, S.A., ("Santander" or the "Offeror") in accordance with the
provisions of the securities market legislation, communicates the following:

INSIDE INFORMATION

Santander announces that it is inviting holders (subject to the offer
restrictions set forth below) of its outstanding €1,500,000,000 3.250 per
cent. Subordinated Instruments due April 2026 (ISIN: XS1384064587) (the "EUR
2026 Notes") and €1,000,000,000 3.125 per cent. Subordinated Instruments due
January 2027 (ISIN: XS1548444816) (the "EUR 2027 Notes" and, together with the
EUR 27 Series Notes, the "Notes" and each a "Series") to tender any and all of
such Notes for purchase by the Offeror for cash, subject to applicable law and
regulation, the offer and distribution restrictions and the other conditions
described in the tender offer memorandum dated 6 February 2025 (the "Tender
Offer Memorandum") (the "Offers"). Below is a table with the characteristics
of the Notes and the Offers conditions for its holders:

 

 Description of Notes                                                        ISIN          Outstanding Nominal Amount  Maturity Date    Bloomberg Reference Page              Reference Benchmark                  Purchase Spread  Amount subject to the Offers
 €1,500,000,000 3.250 per cent. Subordinated Instruments due April 2026      XS1384064587  €1,500,000,000              4 April 2026     IRSB, Euro zone, pricing source: BGN  EUR 2026 Interpolated Mid-Swap Rate  +25 bps.         Any and all of the Notes

 €1,000,000,000 3.125 per cent. Subordinated Instruments due January 2027    XS1548444816  €1,000,000,000              19 January 2027  IRSB, Euro zone, pricing source: BGN  EUR 2027 Interpolated Mid-Swap Rate  +35 bps.

THE OFFERS WILL COMMENCE ON 6 FEBRUARY 2025 AND WILL EXPIRE AT 5.00 P.M. (CET
TIME) ON 12 FEBRUARY 2025 (THE "EXPIRATION TIME") UNLESS EXTENDED, WITHDRAWN,
AMENDED OR TERMINATED AT THE SOLE AND ABSOLUTE DISCRETION OF THE OFFEROR.

THE DEADLINES SET BY ANY INTERMEDIARY OR CLEARING SYSTEM MAY BE EARLIER THAN
THE ABOVE DEADLINE.

The Offers are made on the terms and subject to the conditions contained in
the Tender Offer Memorandum and should be read in conjunction with the Tender
Offer Memorandum. Capitalised terms used but not otherwise defined in this
announcement shall have the meaning given to them in the Tender Offer
Memorandum.

The submission of a valid Tender Instruction through the Clearing Systems will
be irrevocable except in the limited circumstances in which the revocation of
a Tender Instruction is specifically permitted in accordance with the terms of
the Offers.

The Notes may only be Offered for Sale in multiples of €100,000 being the
minimum denomination of the Notes.

Rationale for the Offers

The rationale for the Offers is to optimise the liquidity, debt maturity and
the eligibility profile of the own funds and eligible liabilities of the
Offeror. Notes purchased by the Offeror pursuant to the Offers will be
cancelled and will not be re-issued or re-sold. Notes which have not been
validly submitted and accepted for purchase pursuant to the Offers will remain
outstanding.

Amount subject to the Offers

The Offeror proposes to accept any and all Notes tendered pursuant to the
Offers on the terms and subject to the conditions contained in the Tender
Offer Memorandum. The acceptance for purchase by the Offeror of Notes tendered
pursuant to any Offer is at the sole discretion of the Offeror and Offers to
Sell may be rejected by the Offeror for any reason.

Purchase Price

The Purchase Price of the EUR 2026 Notes will be calculated by the Sole Dealer
Manager at or around 11:00 a.m. (CET)(the "Pricing Time") on 13 February 2025
(the "Pricing Date") as the price (expressed as a percentage of the nominal
amount of the EUR 2026 Notes accepted for purchase pursuant to the relevant
Offer, and rounded to the third decimal place, with 0.0005 being rounded
upwards) equal to (a) each remaining payment of principal and interest on the
EUR 2026 Notes up to and including 4 April 2026 (being the maturity date of
the EUR 2026 Notes), discounted to 17 February 2025 (the "Settlement Date") at
a discount rate equal to the sum of the EUR 2026 Interpolated Mid-Swap Rate
and the relevant Purchase Spread, less (b) the interest accrued and unpaid (if
any) on the relevant Notes from (and including) the interest payment date in
respect of such Notes immediately preceding the Settlement Date to (but
excluding) the Settlement Date, calculated in accordance with the terms and
conditions of the relevant Notes (the "Accrued Interest").

The Purchase Price of the EUR 2027 Notes will be calculated by the Sole Dealer
Manager at or around the Pricing Time on the Pricing Date as the price
(expressed as a percentage of the nominal amount of the EUR 2027 Notes
accepted for purchase pursuant to the relevant Offer, and rounded to the third
decimal place, with 0.0005 being rounded upwards) equal to (a) each remaining
payment of principal and interest on the EUR 2027 Notes up to and including 19
January 2027 (being the maturity date of the EUR 2027 Notes), discounted to
the Settlement Date at a discount rate equal to the sum of the EUR 2027
Interpolated Mid-Swap Rate and the relevant Purchase Spread, less (b) the
relevant Accrued Interest.

The determination of the relevant Purchase Price by the Sole Dealer Manager
will, in the absence of manifest error, be final and binding on all parties.

New Notes and Priority Allocation

The Offeror also announces its intention, subject to market conditions, to
issue a new series of euro-denominated [fixed rate] senior non preferred notes
under the Programme (the "New Notes").

A Holder who wishes to subscribe for New Notes in addition to tendering its
Notes for purchase pursuant to the Offers may be eligible to receive, at the
sole and absolute discretion of the Offeror, priority in the allocation of the
New Notes, subject to the issue of the New Notes and such Holder making a
separate application for the purchase of such New Notes. Please refer to the
Tender Offer Memorandum for further details.

Holders should note that the pricing and allocation of the New Notes are
expected to take place prior to the Expiration Time for the Offers and any
Holder that wishes to subscribe for New Notes in addition to tendering
existing Notes for purchase pursuant to any of the Offers should therefore
provide, as soon as practicable, and prior to the allocation of the New Notes,
to the Sole Dealer Manager any indications of a firm intention to tender Notes
for purchase pursuant to the Offers and the quantum of Notes that it intends
to tender in order for this to be taken into account as part of the New Notes
allocation process.

The New Notes are being offered outside the United States to non-U.S. persons,
pursuant to the provisions of Regulation S ("Regulation S") of the United
States Securities Act of 1933, as amended (the "Securities Act"). The New
Notes will not be registered under the Securities Act or the securities laws
of any state or other jurisdiction of the United States and may not be offered
or sold in the United States or delivered, directly or indirectly, within the
United States or to, or for the account or benefit of, U.S. persons absent
registration or an applicable exemption from the registration requirements of
the Securities Act. Any investment decision to purchase any New Notes should
be made solely on the basis of the information contained in (i) the Base
Prospectus and (ii) the final terms in respect of the New Notes (when
available).

Acceptance of Offers to Sell Notes

Until the Offeror announces whether it has decided to accept valid Offers to
Sell pursuant to any or all of the Offers, no assurance can be given that any
Notes validly Offered for Sale pursuant to the Offer will be accepted. The
acceptance of any Notes validly Offered for Sale is at the sole and absolute
discretion of the Offeror and the Offeror reserves the absolute right not to
accept any Notes validly Offered for Sale pursuant to the Offers.

Tender Consideration

The consideration (the "Tender Consideration") payable on the Settlement Date
to a Qualifying Holder whose Notes are validly Offered for Sale and accepted
for purchase by the Offeror pursuant to the Offer will be an amount in euro
equal to the sum of:

(i)            the product of (x) the Purchase Price and (y) the
nominal amount of the relevant Notes; and

(ii)           the relevant Accrued Interest Amount in respect of
such Notes,

rounded, if necessary, to the nearest €0.01, with €0.005 being rounded
upwards.

Extension, Termination and Amendment

The Offeror reserves the right to extend, withdraw, terminate or amend the
terms and conditions of the Offers at any time following the announcement of
the Offers and prior to the announcement of the result of the Offers, as
described in the Tender Offer Memorandum under the heading "Extension,
Termination and Amendment".

Expected Timetable of Events

 

 Events/Dates                                                                     Times and Dates
 Launch Date                                                                      6 February 2025

 Offers announced and Tender Offer Memorandum available to Qualifying Holders
 upon request from the Tender Agent
 Pricing of the New Notes                                                         6 February 2025
 Expiration Time                                                                  5.00 p.m. (CET) on 12 February 2025

 Deadline for receipt by the Tender Agent of Tender Instructions.

 Qualifying Holders should note that Tender Instructions must be submitted in
 accordance with the deadlines of the Clearing System, which will be before the
 Expiration Time.
 Pricing Time                                                                     At or around 11.00 a.m. (CET) on 13 February 2025

 Determination of the EUR 2026 Interpolated Mid-Swap Rate, the EUR 2027
 Interpolated Mid-Swap Rate, the EUR 2026 Repurchase Yield, the EUR 2027
 Repurchase Yield, the EUR 2026 Purchase Price and the EUR 2027 Purchase Price.
 Announcement of the Results of the Offers                                        As soon as reasonably practicable after the Pricing Time on 13 February 2025

 Announcement of (i) whether the Offeror will accept any and all of the Notes
 pursuant to the Offers and, if so accepted, (ii) for any Series accepted for
 purchase, the pricing details, being, as applicable, the EUR 2026 Interpolated
 Mid-Swap Rate, the EUR 2027 Interpolated Mid-Swap Rate, the EUR 2026
 Repurchase Yield, the EUR 2027 Repurchase Yield, the EUR 2026 Purchase Price
 and the EUR 2027 Purchase Price, and (iii) confirmation of the Settlement
 Date, the final aggregate principal amount of the Notes of each Series
 tendered pursuant to the Offers and the nominal amount of Notes that will
 remain outstanding after the Settlement Date.
 Settlement Date                                                                  Expected to be 17 February 2025

 Issue and settlement of the New Notes (subject to the satisfaction of certain
 conditions precedent set out in the subscription agreement to be entered into
 by the Offeror and the relevant managers in respect of the New Notes). Payment
 of Tender Consideration in respect of Notes accepted for purchase.

This is an indicative timetable and is subject to the right of the Offeror to
extend, re-open, amend and/or terminate the Offers (subject to applicable law
and as provided in the Tender Offer Memorandum).

Announcements and notices to be given to Qualifying Holders in connection with
the Offers will be made (i) by way of communication to the Spanish Securities
Market Commission (Comisión Nacional del Mercado de Valores) (the "CNMV") and
(ii) by the delivery of notices to the Clearing Systems for communication to
Direct Participants. Announcements may also be made by issue of a press
release to one or more Notifying News Service(s). Copies of all such
announcements, press releases and notices can also be obtained upon request
from the Tender Agent.

Significant delays may be experienced where notices are delivered through the
Clearing Systems and Qualifying Holders are urged to contact the Tender Agent
for the relevant announcements during the Offer Period.

Qualifying Holders are advised to check with any Intermediary through which
they hold their Notes as to the deadlines by which such Intermediary would
require receipt of instructions from Qualifying Holders to participate in, or
to withdraw their instructions to participate in, the Offers in accordance
with the terms and conditions of the Offers as described in the Tender Offer
Memorandum in order to meet the relevant deadlines (which will be earlier than
the deadlines set out above) and the corresponding deadlines set by the
Clearing Systems.

Banco Santander, S.A. is acting as Sole Dealer Manager for the Offers and
Kroll Issuer Services Limited is acting as Tender Agent. For detailed terms of
the Offers please refer to the Tender Offer Memorandum which (subject to
offers and distribution restrictions) can be obtained from the Sole Dealer
Manager and the Tender Agent referred to below.

Holders having questions regarding the Offers may contact the Sole Dealer
Manager and the Tender Agent at the contact details set out at the end of this
announcement. Questions or requests for assistance in participating in the
Offers and the delivery of Tender Instructions may be directed to the Tender
Agent.

SOLE DEALER MANAGER

 

 Santander Corporate and Investment Banking
 Ciudad Grupo Santander

Avenida de Cantabria s/n

28660

Madrid, Spain

Attn: Liability Management

Email: liabilitymanagement@gruposantander.com

 THE TENDER AGENT

Kroll Issuer Services Limited
 The Shard

32 London Bridge Street

London SE1 9SG

United Kingdom

Tel: +44 20 7704 0880
 Attn: David Shilson/Scott Boswell

Email: santander@is.kroll.com

Website: https://deals.is.kroll.com/santander

 

 

 

Boadilla del Monte (Madrid), 6 February 2025

 

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON
LOCATED OR RESIDENT IN ANY JURISDICTION WHERE OR TO WHOM IT IS UNLAWFUL TO
RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

 

 

ADDITIONAL INFORMATION This announcement must be read in conjunction with the
Tender Offer Memorandum. This announcement and the Tender Offer Memorandum
contain important information which should be read carefully before any
decision is made with respect to the Offers. If any Qualifying Holder is in
any doubt as to the contents of this announcement, the Tender Offer Memorandum
or the action it should take, it is recommended to seek its own financial,
legal, regulatory and tax advice, including in respect of any tax
consequences, immediately from its broker, bank manager, solicitor, accountant
or other independent financial, tax or legal adviser. No offer or invitation
to acquire any securities is being made pursuant to this announcement.

None of the Offeror, the Sole Dealer Manager or the Tender Agent or any of
their respective directors, employees, officers, agents or affiliates
expresses any opinion about the merits of the Offer or makes any
recommendation as to whether or not any Qualifying Holder should Offer to Sell
its Notes and no one has been authorised by the Offeror, the Sole Dealer
Manager or the Tender Agent to make any such recommendation.

OFFER RESTRICTIONS

United States

The Offers are not being made, and will not be made, directly or indirectly in
or into, or by use of the mails of, or by any means or instrumentality of
interstate or foreign commerce of, or of any facilities of a national
securities exchange of, the United States. This includes, but is not limited
to, facsimile transmission, electronic mail, telex, telephone, the internet
and other forms of electronic communication. The Notes may not be tendered in
the Offers by any such use, means, instrumentality or facility from or within
the United States or by persons located or resident in the United States as
defined in Regulation S of the U.S. Securities Act of 1933, as amended (the
"Securities Act").

Accordingly, copies of the Tender Offer Memorandum and any other documents or
materials relating to the Offers are not being, and must not be, directly or
indirectly, mailed or otherwise transmitted, distributed or forwarded
(including, without limitation, by custodians, nominees or trustees) in or
into the United States. Any purported tender of Notes in the Offers resulting
directly or indirectly from a violation of these restrictions will be invalid,
and any purported tender of Notes made by a person located in the United
States or any agent, fiduciary or other intermediary acting on a
non-discretionary basis for a principal giving instructions from within the
United States will be invalid and will not be accepted.

The Tender Offer Memorandum is not an offer to buy or sell, or a solicitation
of an offer to buy or sell, any Notes or other securities in the United
States. Securities may not be offered or sold in the United States absent
registration under, or an exemption from the registration requirements of, the
Securities Act.

Each Holder of Notes participating in the Offers will represent that it is not
located in the United States and it is not participating in the Offers from
the United States or it is acting on a non-discretionary basis for a principal
located outside the United States that is not giving an order to participate
in the Offers from the United States.

For the purposes of this and above paragraphs, "United States" means the
United States of America, its territories and possessions, any state of the
United States of America and the District of Columbia.

United Kingdom

The communication of the Tender Offer Memorandum and any other documents or
materials relating to the Offers is not being made and such documents and/or
materials have not been approved by an authorised person for the purposes of
section 21 of the Financial Services and Markets Act 2000. Accordingly, such
documents and/or materials are not being distributed to, and must not be
passed on to, the general public in the United Kingdom. The communication of
such documents and/or materials as a financial promotion is only being made
to, and may only be acted upon by, those persons in the United Kingdom falling
within the definition of investment professionals (as defined in Article 19(5)
of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "Financial Promotion Order")) or persons who are within
Article 43 of the Financial Promotion Order or any other persons to whom it
may otherwise lawfully be made under the Financial Promotion Order.

France

The Tender Offer Memorandum and any documents or offering materials relating
to the Offers may not be distributed in the Republic of France except to
qualified investors (investisseurs qualifiés) as defined in Article 2(e) of
the Prospectus Regulation, as amended, and Article L.411-2 of the French Code
monétaire et financier as amended from time to time. The Tender Offer
Memorandum has not been and will not be submitted for clearance to nor
approved by the Autorité des marchés financiers.

Republic of Italy

None of the Offers, the Tender Offer Memorandum or any other documents or
materials relating to the Offers has been or will be submitted to the
clearance procedures of the Commissione Nazionale per le Società e la Borsa
("CONSOB") pursuant to Italian laws and regulations. The Offers are being
carried out in the Republic of Italy ("Italy") as exempted offers pursuant to
article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24
February 1998, as amended (the "Financial Services Act") and article 35-bis,
paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Holders
or beneficial owners of the Notes that are located in Italy may tender their
Notes in the Offers through authorised persons (such as investment firms,
banks or financial intermediaries permitted to conduct such activities in
Italy in accordance with the Financial Services Act, CONSOB Regulation No.
20307 of 15 February 2018, as amended from time to time, and Legislative
Decree No. 385 of 1 September 1993, as amended) and in compliance with
applicable laws and regulations or with requirements imposed by CONSOB or any
other Italian authority.

Each intermediary must comply with the applicable laws and regulations
concerning information duties vis-à-vis its clients in connection with the
Notes and/or the Offers.

Spain

Neither the Offers nor the Tender Offer Memorandum constitute an offer of
securities or the solicitation of an offer of securities in Spain which
require the approval and the publication of a prospectus under Regulation (EU)
2017/1129, Spanish Law 6/2023, of 17 March, on the Securities Markets and the
Investment Services (Ley 6/2023, de 17 de marzo, de los Mercados de Valores y
de los Servicios de Inversión), as amended from time to time, and its
ancillary and related regulations. Accordingly, the Tender Offer Memorandum
has not been and will not be submitted for approval nor approved by the
Spanish Securities Market Regulator (Comisión Nacional del Mercado de
Valores, the "CNMV").

General

The Tender Offer Memorandum does not constitute an offer to buy or the
solicitation of an offer to sell the New Notes, and tenders of Notes for
purchase pursuant to the Offer will not be accepted from Holders, in any
circumstances in which such offer or solicitation is unlawful.

In addition to the representations referred to above, each holder of Notes
participating in the Offers will also be deemed to give certain
representations and warranties in respect of the jurisdictions referred to
above and generally as set out in "Procedures for submitting Offers to Sell -
Representations, warranties and undertakings by the Holders and Direct
Participants" of the Tender Offer Memorandum. Any Offer to Sell Notes pursuant
to the Offer from a Holder or its Direct Participant that is unable to make
these representations and warranties will not be accepted. Each of the
Offeror, the Sole Dealer Manager and the Tender Agent reserves the right, in
its absolute discretion, to investigate, in relation to any Offer to Sell
Notes, whether any such representation and warranty given by a Holder is
correct and, if such investigation is undertaken and as a result the Offeror,
the Sole Dealer Manager or the Tender Agent determines (for any reason) that
such representation and warranty is not correct, such Offer to Sell shall not
be accepted.

NEW NOTES

Any investment decision to purchase any New Notes should be made solely on the
basis of the information contained in (i) the base prospectus approved by the
Central Bank of Ireland on 13 March 2024 in connection with the programme for
the issuance of debt instruments of the Offeror, as supplemented by the
supplement thereto dated 9 August 2024 and 15 October 2024 (together, the
"Base Prospectus") and (ii) each of the final terms in respect of the New
Notes (when available). The Base Prospectus is available on the website of the
Offeror and on the website of Euronext Dublin (https://live.euronext.com/).

The offering of the New Notes may be restricted by law in certain
jurisdictions and therefore persons into whose possession this announcement
comes should inform themselves about and observe any such restrictions. Any
failure to comply with these restrictions could result in a violation of the
laws of any such jurisdiction.

MiFID II product governance / Professional investors and

ECPs only target market - Solely for the purposes of each manufacturer's
product approval process, the target market assessment in respect of the New
Notes has led to the conclusion that: (i) the target market for the New Notes
is eligible counterparties and professional clients only, each as defined in
Directive 2014/65/EU, as amended ("MiFID II"); and (ii) all channels for
distribution of the New Notes to eligible counterparties and professional
clients are appropriate. Any person subsequently offering, selling or
recommending the New Notes (a "distributor") should take into consideration
the manufacturers' target market assessment; however, a distributor subject to
MiFID II is responsible for undertaking its own target market assessment in
respect of the New Notes (by either adopting or refining the manufacturers'
target market assessment) and determining appropriate distribution channels

EU PRIIPs Regulation / PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The New
Notes are not intended to be offered, sold or otherwise made available to and
should not be offered, sold or otherwise made available to any retail investor
in the European Economic Area ("EEA"). For these purposes, a retail investor
means a person who is one (or more) of: (i) a retail client as defined in
point (11) of Article 4(1) of MiFID II; (ii) a customer within the meaning of
Directive (EU) 2016/97, as amended, where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II; or
(iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as
amended, the "Prospectus Regulation"). Consequently, no key information
document required by Regulation (EU) No 1286/2014 (the "EU PRIIPs Regulation")
for offering or selling the New Notes or otherwise making them available to
retail investors in the EEA has been prepared and therefore offering or
selling the New Notes or otherwise making them available to any retail
investor in the EEA may be unlawful under the EU PRIIPs Regulation.

UK MiFIR product governance / Professional investors and ECPs only target
market - Solely for the purposes of each manufacturer's product approval
process, the target market assessment in respect of the New Notes has led to
the conclusion that: (i) the target market for the New Notes is only eligible
counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook
("COBS"), and professional clients, as defined in Regulation (EU) No. 600/2014
as it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("UK MiFIR"); and (ii) all channels for distribution of
the New Notes to eligible counterparties and professional clients are
appropriate. Any person subsequently offering, selling or recommending the New
Notes (a "distributor") should take into consideration the manufacturers'
target market assessment; however, a distributor subject to the FCA Handbook
Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product
Governance Rules") is responsible for undertaking its own target market
assessment in respect of the New Notes (by either adopting or refining the
manufacturers' target market assessment) and determining appropriate
distribution channels

UK PRIIPs Regulation / PROHIBITION OF SALES TO UK RETAIL INVESTORS - The New
Notes are not intended to be offered, sold or otherwise made available to and
should not be offered, sold or otherwise made available to any retail investor
in the United Kingdom ("UK"). For these purposes, a retail investor means a
person who is one (or more) of: (i) a retail client, as defined in point (8)
of Article 2 of Regulation (EU) No. 2017/565 as it forms part of UK domestic
law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA"); or
(ii) a customer within the meaning of the provisions of the Financial Services
and Markets Act 2000 and any rules or regulations made under the FSMA to
implement Directive (EU) 2016/97, where that customer would not qualify as a
professional client, as defined in point (8) of Article 2(1) of Regulation
(EU) No. 600/2014 as it forms part of UK domestic law by virtue of the EUWA;
or (iii) not a qualified investor as defined in Article 2 of the Prospectus
Regulation as it forms part of UK domestic law by virtue of the EUWA.
Consequently, no key information document required by Regulation (EU) No.
1286/2014 as it forms part of UK domestic law by virtue of the EUWA (the "UK
PRIIPs Regulation") for offering or selling the New Notes or otherwise making
them available to retail investors in the UK has been prepared and therefore
offering or selling the New Notes or otherwise making them available to any
retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

The New Notes are being offered outside the United States to non-U.S. persons,
pursuant to the provisions of Regulation S. The New Notes will not be
registered under the Securities Act or the securities laws of any state or
other jurisdiction of the United States and may not be offered or sold in the
United States or delivered, directly or indirectly, within the United States
or to, or for the account or benefit of, U.S. persons absent registration or
an applicable exemption from the registration requirements of the Securities
Act. Any investment decision to purchase any New Notes should be made solely
on the basis of the information contained in (i) the Base Prospectus and (ii)
each of the final terms in respect of the New Notes (when available).

The New Notes are not being, and will not be, offered or sold in the United
States. Nothing in this announcement constitutes an offer to sell or the
solicitation of an offer to buy the New Notes in the United States or any
other jurisdiction. The New Notes may not be offered, sold or delivered in the
United States absent registration under, or an exemption from the registration
requirements of, the Securities Act. The New Notes have not been, and will not
be, registered under the Securities Act or the securities laws of any state or
other jurisdiction of the United States and may not be offered, sold or
delivered, directly or indirectly, within the United States or to, or for the
account or benefit of, U.S. persons (as defined in Regulation S under the
Securities Act).

This announcement is not being distributed to, and must not be passed on to,
the general public in the UK and is not intended to be an invitation or
inducement to engage in investment activity for the purpose of Section 21 of
the FSMA. This announcement is directed only at: (i) persons who are outside
the UK; (ii) persons who are investment professionals within the meaning of
Article 19(5) of the Financial Promotion Order; (iii) high net worth entities
falling within Article 49(2)(a) to (d) of the Financial Promotion Order or
(iv) any other persons to whom this announcement for the purposes of Section
21 of the FSMA can otherwise lawfully be distributed (all such persons
together being referred to as "relevant persons"), and must not be acted on or
relied upon by persons other than relevant persons. Any investment or
investment activity to which this announcement relates is available only to
and will be engaged in only with relevant persons.

Neither the New Notes nor the Base Prospectus have been registered with the
CNMV. On such basis, the New Notes may not be offered, sold or distributed,
nor may any subsequent resale of New Notes be carried out in Spain, except in
circumstances which do not require the registration of a prospectus in Spain
in compliance with all legal and regulatory requirements under Spanish
securities laws. No publicity or marketing of any kind shall be made in Spain
in relation to the New Notes.

This announcement is not an offer of securities or investments for sale nor a
solicitation of an offer to buy securities or investments in any jurisdiction
where such offer or solicitation would be unlawful. No action has been taken
that would permit an offering of the New Notes or possession or distribution
of this announcement in any jurisdiction where action for that purpose is
required. Persons into whose possession this announcement comes are required
to inform themselves about and to observe any such restrictions.

 

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