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 of its outstanding
€1,500,000,000 4.75 per cent. Non-Step-Up Non-Cumulative Contingent
Convertible Perpetual Preferred Tier 1 Securities (ISIN:
XS1793250041) (the "Preferred
Securities") to tender their Preferred Securities for
purchase by the Offeror for cash in an aggregate nominal amount of
up to the Maximum Acceptance Amount (as defined below), subject to
pro rata scaling, if
applicable, and subject to applicable law and regulation and the
offer and distribution restrictions and the satisfaction or waiver
of the New Financing Condition (as defined below) and the other
conditions described in the tender offer memorandum dated 7 May
2024 (the "Tender Offer
Memorandum") (the "Offer").
Description of Preferred
Securities
|
ISIN
|
Outstanding Nominal Amount
|
First Optional Redemption
Date
|
Purchase Price
|
Amount subject to the
Offer
|
€1,500,000,000 4.75 per cent.
Non-Step-Up Non-Cumulative Contingent Convertible Perpetual
Preferred Tier 1 Securities
|
XS1793250041
|
€1,500,000,000
|
19 March 2025
|
100 per cent.
|
Subject as set out herein, up to an
aggregate nominal amount of the Preferred Securities expected to be
equal to the aggregate nominal amount of the New Preferred
Securities (as defined below). The Maximum Acceptance Amount will
be announced as soon as practicable after the pricing of the New
Preferred Securities, subject to the right of the Offeror to
increase or decrease such amount in its sole and absolute
discretion
|
THE
OFFER WILL COMMENCE ON 7 MAY 2024 AND WILL EXPIRE AT 5.00 P.M. (CET
TIME) ON 15 MAY 2024 (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WITHDRAWN, AMENDED OR TERMINATED AT THE SOLE AND ABSOLUTE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 Offer is made on the terms and
subject to the conditions (including the New Financing Condition)
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 Offer.
Preferred Securities may only be
Offered for Sale in multiples of €200,000, being the liquidation
preference of the Preferred Securities.
Rationale for the Offer
The rationale for the Offer is to
efficiently manage the Offeror's Tier 1 capital position and
optimise the liquidity and debt maturity profile of the Offeror.
Preferred Securities purchased by the Offeror pursuant to the Offer
will be cancelled and will not be re-issued or re-sold. Preferred
Securities which have not been validly submitted and accepted for
purchase pursuant to the Offer will remain outstanding.
New
Preferred Securities and New Financing Condition
The Offeror also announces its
intention to issue a new series of euro-denominated non-step-up
non-cumulative contingent convertible perpetual preferred tier 1
securities (the "New Preferred
Securities"). Whether the Offeror will accept for purchase
any Preferred Securities validly tendered in the Offer is subject,
without limitation, to (unless such condition is waived by the
Offeror in its sole and absolute discretion) the successful
completion (in the sole determination of the Offeror) of the issue
of the New Preferred Securities (the "New Financing Condition").
The New Preferred Securities 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 Preferred
Securities 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 Preferred Securities
should be made solely on the basis of the information contained in
the preliminary offering circular relating to the New Preferred
Securities that has been made available to investors together with
pricing details.
Priority in Allocation of the New Preferred
Securities
A Holder who wishes to subscribe for
New Preferred Securities in addition to tendering its Preferred
Securities for purchase pursuant to the Offer may receive, at the
sole and absolute discretion of the Offeror, priority in the
allocation of the New Preferred Securities, subject to the issue of
the New Preferred Securities and such Holder making a separate
application for the purchase of such New Preferred Securities.
Please refer to the Tender Offer Memorandum for further
details.
Purchase Price
The Purchase Price shall (subject to
satisfaction or waiver of the New Financing Condition) be 100 per
cent. of the nominal amount of the Preferred Securities accepted
for purchase pursuant to the Offer (i.e., €200,000 per €200,000, in
nominal amount of Preferred Securities accepted for
purchase).
Tender Consideration
The consideration (the "Tender Consideration") payable, subject
to satisfaction or waiver of the New Financing Condition, on the
Settlement Date to a Qualifying Holder whose Preferred Securities
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 Preferred Securities; and
(ii) an amount
in cash equal to distributions accrued and unpaid (if any) from
(and including) the distribution payment date immediately preceding
the Settlement Date to (but excluding) the Settlement Date, unless
distributions on the Preferred Securities for that period are
cancelled,
rounded, if necessary, to the
nearest €0.01, with €0.005 being rounded upwards.
Maximum Acceptance Amount
The Offeror proposes to accept
Preferred Securities for purchase up to the Maximum Acceptance
Amount on the terms and subject to the conditions (including the
satisfaction or waiver of the New Financing Condition) contained in
the Tender Offer Memorandum (although the Offeror reserves the
right, in its sole and absolute discretion and for any reason, to
increase or decrease the Maximum Acceptance Amount).
For the avoidance of doubt, the
Offeror will determine the Acceptance Amount in its sole and
absolute discretion.
Acceptance of Offer to Sell Preferred Securities and
pro-ration
The Offeror will determine the aggregate nominal amount
of Preferred Securities accepted for purchase pursuant to the Offer
(the "Acceptance Amount").
Until the Offeror announces the final aggregate nominal amount of
Preferred Securities accepted for purchase, no assurance can be
given that any Preferred Securities validly Offered for Sale
pursuant to the Offer will be accepted. Even if the New Financing
Condition is satisfied, the acceptance of any Preferred Securities
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 Preferred Securities validly Offered for Sale pursuant
to the Offer.
If the Offeror decides to accept
Preferred Securities for purchase pursuant to the Offer and in the
event that valid Tender Instructions are received in respect of an
aggregate nominal amount of Preferred Securities which is greater
than the Acceptance Amount, such Tender Instructions will be
accepted on a pro rata basis such that the aggregate nominal amount
of Preferred Securities accepted for purchase is no greater than
the Acceptance Amount, as further set out in the Tender Offer
Memorandum.
Extension, Termination and Amendment
The Offeror reserves the right to
extend, withdraw, terminate or amend the terms and conditions of
the Offer at any time following the announcement of the Offer and
prior to the announcement of the result of the Offer, 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
Offer announced and Tender Offer
Memorandum available to Qualifying Holders upon request from the
Tender Agent
|
7 May 2024
|
Announcement of the Maximum Acceptance
Amount
Announcement of the Maximum
Acceptance Amount for the Offer.
|
As soon as reasonably practicable
following pricing of the New Preferred Securities
|
Expiration Time
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.
|
5.00 p.m. (CET) on 15 May
2024
|
Announcement of the Results of the Offer
Announcement of (i) whether the
Offeror will accept (subject to satisfaction or waiver of the New
Financing Condition) any Preferred Securities pursuant to the Offer
and, if so accepted, (ii) confirmation of the Settlement Date,
Acceptance Amount, the pro-ration factor (if any) and the nominal
amount of Preferred Securities that will remain outstanding after
the Settlement Date.
|
16 May 2024
|
Settlement Date
Subject to satisfaction or waiver of
the New Financing Condition on or prior to such date, settlement of
the Offer.
Payment of Tender Consideration in
respect of Preferred Securities accepted for
purchase.
|
Expected to be 20 May 2024
|
This is an indicative timetable and is subject to the right of
the Offeror to extend, re-open, amend and/or terminate the Offer
(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 Offer 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). Announcements and
notices will also be disseminated to U.S. holders in English.
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 Preferred Securities 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 Offer in
accordance with the terms and conditions of the Offer 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 and Santander US Capital
Markets LLC are acting as Dealer Managers for the Offer and Kroll
Issuer Services Limited is acting as Tender Agent. For detailed
terms of the Offer please refer to the Tender Offer Memorandum
which (subject to offer and distribution restrictions) can be
obtained from the Dealer Managers and the Tender Agent referred to
below.
Holders having questions regarding the Offer may contact the
Dealer Managers 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 Offer and the delivery of Tender
Instructions may be directed to the Tender Agent.
DEALER
MANAGERS
Banco Santander, S.A.
Ciudad Grupo Santander
Avenida de Cantabria s/n
28660
Madrid, Spain
Attn: Liability Management
Email: liabilitymanagement@gruposantander.com
|
Santander US Capital Markets
LLC 437 Madison Avenue, 10th Floor
New York, New York 10022
United States
Tel (U.S. Toll Free): +1 (855) 404-3636
Tel (collect): +1 (212) 350-0660
Attn: Liability Management Team
Email: AmericasLM@santander.us
|
THE TENDER AGENT
Kroll Issuer Services Limited The
Shard
32 London Bridge Street
London SE1 9SG
United Kingdom
Tel: +44 20 7704 0880 Attn: Alessandro Zorza
Email: santander@is.kroll.com
Website: https://deals.is.kroll.com/santander
|
Boadilla
del Monte (Madrid), 7 May 2024
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.
DISCLAIMER
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 Offer. 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.
None of the Offeror, the Dealer
Managers 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
Preferred Securities and no one has been authorised by the Offeror,
the Dealer Managers or the Tender Agent to make any such
recommendation.
OFFER RESTRICTIONS
United Kingdom
The communication of the Tender
Offer Memorandum and any other documents or materials relating to
the Offer 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 Offer 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 Offer, the Tender Offer
Memorandum or any other documents or materials relating to the
Offer 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 Offer is being carried out in the Republic of
Italy ("Italy") as an
exempted offer 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
Preferred Securities that are located in Italy may tender their
Preferred Securities in the Offer 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 Preferred Securities
and/or the Offer.
Spain
Neither the Offer 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 CNMV.
General
The Tender Offer Memorandum does not
constitute an offer to buy or the solicitation of an offer to sell
Preferred Securities, and tenders of Preferred Securities for
purchase pursuant to the Offer will not be accepted from Holders,
in any circumstances in which such offer or solicitation is
unlawful.
Each holder of Preferred Securities
participating in the Offer 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 Preferred Securities 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 Dealer Managers and the Tender Agent reserves the
right, in its absolute discretion, to investigate, in relation to
any Offer to Sell Preferred Securities, 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
Dealer Managers 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
PREFERRED SECURITIES
The offering of the New Preferred
Securities 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.
PROHIBITION ON MARKETING AND SALES
TO RETAIL INVESTORS: The New Preferred Securities are complex
financial instruments with high risk and are not a suitable or
appropriate investment for all investors. Each of the joint lead
managers participating in the issue of the New Preferred Securities
(the "Joint Lead Managers")
has represented and agreed that the offers of the New Preferred
Securities in the European Economic Area ("EEA") and in the United Kingdom
("UK") shall only be made
to eligible counterparties and professional clients, each as
defined in Directive 2014/65/EU on markets in financial instruments
(as amended, "MiFID II") or
the FCA Handbook Conduct of Business Sourcebook ("COBS"). Additionally, in some
jurisdictions, regulatory authorities have adopted or published
laws, regulations or guidance with respect to the offer or sale of
securities such as the New Preferred Securities. Potential
investors in the New Preferred Securities should inform themselves
of, and comply with, any applicable laws, regulations or regulatory
guidance with respect to any resale of the New Preferred Securities
(or any beneficial interests therein).
Investors in Hong Kong should not
purchase the New Preferred Securities in the primary or secondary
markets unless they are professional investors (as defined in the
Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and
its subsidiary legislation, "Professional Investors") only and
understand the risks involved. The New Preferred Securities are
generally not suitable for retail investors.
PROHIBITION OF SALES TO EEA RETAIL
INVESTORS - The New Preferred Securities 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 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; or (ii) a customer within the meaning
of Directive (EU) 2016/97 (the "Insurance Distribution Directive"),
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 the Prospectus Regulation.
Consequently no key information document (KID) required by
Regulation (EU) No. 1286/2014 on key information documents for
packaged and retail and insurance-based investment products (the
"PRIIPs Regulation") for
offering or selling the New Preferred Securities or otherwise
making them available to retail investors in the EEA has been
prepared and therefore offering or selling the New Preferred
Securities or otherwise making them available to any retail
investor in the EEA may be unlawful under the PRIIPs
Regulation.
PROHIBITION OF SALES TO UK RETAIL
INVESTORS - The New Preferred Securities 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 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 the UK
domestic law by virtue of the UK domestic law by virtue of European
Union (Withdrawal) Act of 2018 (the "EUWA"); or (ii) a customer within the
meaning of the provisions of the Financial Services and Markets Act
2000 (the "FSMA") and any
rules or regulations made under the FSMA to implement Insurance
Distribution Directive, 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 the UK domestic law
by virtue of the EUWA ("UK
MiFIR"); 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 the PRIIPs regulation as it forms part of UK
domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or
selling the New Preferred Securities or otherwise making them
available to retail investors in the UK has been prepared and
therefore offering or selling the New Preferred Securities or
otherwise making them available to any retail investor in the UK
may be unlawful under the UK PRIIPs Regulation.
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 Preferred Securities
has led to the conclusion that: (i) the target market for the New
Preferred Securities is eligible counterparties and professional
clients only, each as defined in MiFID II; and (ii) all channels
for distribution of the New Preferred Securities to eligible
counterparties and professional clients are appropriate. The target
market assessment indicates that the New Preferred Securities are
incompatible with the needs, characteristic and objectives of
retail clients (as defined in MiFID II). Any person subsequently
offering, selling or recommending the New Preferred Securities (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
Preferred Securities (by either adopting or refining the
manufacturers' target market assessment) and determining
appropriate distribution channels.
The New Preferred Securities are
being offered outside the United States to non-U.S. persons,
pursuant to the provisions of Regulation S. The New Preferred
Securities 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
Preferred Securities should be made solely on the basis of the
information contained in the preliminary offering circular relating
to the New Preferred Securities that has been made available to
investors together with pricing details.
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.
The New Preferred Securities may not
be offered or sold or distributed, nor may any subsequent resale of
New Preferred Securities be carried out in Spain, except in
circumstances which do not require the registration of a prospectus
in Spain or without complying 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
Preferred Securities.
Neither the New Preferred Securities
nor the Offering Circular in connection thereof have been
registered with the CNMV and therefore the Offering Circular is not
intended for any offer of the New Preferred Securities in Spain
that would require the registration of a prospectus with the
CNMV.
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 Preferred Securities 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.
Singapore Securities and Futures Act
Product Classification - In connection with Section 309B of the
Securities and Futures Act 2001 of Singapore (the "SFA") and the Securities and Futures
(Capital Markets Products) Regulations 2018 of Singapore (the
"CMP Regulations 2018"),
Santander has determined, and hereby notifies all relevant persons
(as defined in Section 309A(1) of the SFA), that the New Preferred
Securities are 'prescribed capital markets products' (as defined in
the CMP Regulations 2018) and Excluded Investment Products (as
defined in the MAS Notice SFA 04-N12: Notice on the Sale of
Investment Products and the MAS Notice FAA-N16: Notice on
Recommendations on Investment Products)
A COPY OF THE PRELIMINARY OFFERING
CIRCULAR AND FINAL OFFERING CIRCULAR MAY BE OBTAINED BY ELIGIBLE
INVESTORS FROM YOUR SALES REPRESENTATIVE.
The Joint Lead Managers are acting
exclusively for the issuer of the New Preferred Securities and for
no-one else in connection with the book-build and allocation
process for the issuance of the New Preferred Securities. The Joint
Lead Managers will not regard any other person (whether or not a
recipient of this communication) as a client in relation to the New
Preferred Securities and will not be responsible to anyone other
than the issuer for providing the protections afforded to clients
of the Joint Lead Managers, nor for providing services and/or
advice in connection with the offering of the New Preferred
Securities. Please contact your sales representative if you have
any further questions. Information on the Joint Lead Managers fee
(as the case may be) in connection with the New Preferred
Securities is available from your usual sales representative upon
request.
Notice to U.S.
Investors
The proposed transaction relates to
the securities of Banco Santander, S.A., a company incorporated in
Spain. Information distributed in connection with the proposed
transaction is subject to Spanish disclosure requirements that are
different from those of the United States.
It may be difficult for you to
enforce your rights and any claim you may have arising under the
U.S. federal securities laws in respect of the proposed
transaction, since the company is located in Spain and some or all
of its officers and directors are residents of Spain. You may not
be able to sue the company or its officers or directors in a
Spanish court for violations of the U.S. securities laws. Finally,
it may be difficult to compel the company and its affiliates to
subject themselves to a U.S. court's judgment.
You should be aware that the company
may purchase subject securities otherwise than under the proposed
transaction, such as in open market or privately negotiated
purchases, at any time during the pendency of the proposed
transaction.
The New Preferred Securities will be
offered outside the United States to non-U.S. persons, pursuant to
the provisions of Regulation S. The New Preferred Securities 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 Preferred Securities
should be made solely on the basis of the information contained in
the preliminary offering circular relating to the New Preferred
Securities that will be made available to investors together with
pricing details (when available).