Announcement of Tender Offers

RNS Number : 6013K

Banco Santander S.A.

22 August 2012

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE UNITED STATES) OR TO ANY PERSON LOCATED IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.

22 August 2012

ANNOUNCEMENT OF TENDER OFFERS

Banco Santander, S.A. and Santander Financial Exchanges Limited (each an Offeror and, jointly, the Offerors) have today invited holders of the securities set out below (the Securities) to tender such Securities for purchase by the relevant Offeror for cash at prices to be determined pursuant to an Unmodified Dutch Auction Procedure, as such procedure is described in the Tender Offer Memorandum (as defined below) (each such invitation an Offer and, together, the Offers).

Santander Financial Exchanges Limited is acting as Offeror with respect to the £200,000,000.00 Guaranteed Perpetual Step-up Subordinated Notes issued by Santander Central Hispano Financial Services Limited and guaranteed by Banco Santander Central Hispano, S.A., with ISIN XS0131038522 and Banco Santander is acting as Offeror in respect of the remaining Series of Securities. References herein to relevant Offeror shall be construed accordingly.

SECURITIES

Issuer	Series	ISIN
Santander Finance Preferred, S.A. Unipersonal	Series 7 GBP 250,000,000.00	XS0307728146
Santander Finance Preferred, S.A. Unipersonal	Series 3 EUR 200,000,000.00	XS0202774245
Santander Finance Preferred, S.A. Unipersonal	Series 2 EUR 300,000,000.00	XS0202197694
Santander Finance Preferred, S.A. Unipersonal	Series 9 EUR 125,700,000.00	XS0441528600
Santander Finance Preferred, S.A. Unipersonal	Series 8 GBP 679,400,000.00	XS0441528949
Santander Central Hispano Financial Services Limited	GBP 200,000,000.00	XS0131038522
Santander Perpetual, S.A. Unipersonal.	Series 1 EUR 750,000,000.00	XS0206920141
Santander Issuances, S.A. Unipersonal	Series 13 EUR 1,500,000,000.00	XS0291652203
Santander Issuances, S.A. Unipersonal	Series 9 EUR 550,000,000.00	XS0261717416
Santander Issuances, S.A. Unipersonal	Series 10 GBP 300,000,000.00	XS0261787898
Santander Issuances, S.A. Unipersonal	Series 18 EUR 1,500,000,000.00	XS0327533617
Santander Issuances, S.A. Unipersonal	Series 19 GBP 800,000,000.00	XS0327310669
Santander Issuances, S.A. Unipersonal	Series 11 GBP 300,000,000.00	XS0284633327
Santander Issuances, S.A. Unipersonal	Series 5 EUR 500,000,000.00	XS0255291626
Santander Issuances, S.A. Unipersonal	Series 14 EUR 500,000,000.00	XS0301810262
Santander Issuances, S.A. Unipersonal	Series 23 EUR 449,250,000.00	XS0440402393
Santander Issuances, S.A. Unipersonal	Series 24 GBP 843,350,000.00	XS0440403797
Santander Issuances, S.A. Unipersonal	Series 16 EUR 102,000,000.00	XS0307566496
Santander Issuances, S.A. Unipersonal	Series 12 EUR 585,000,000.00	XS0285087192
Santander Issuances, S.A. Unipersonal	Series 15 EUR 114,000,000.00	XS0307473214
Santander Issuances, S.A. Unipersonal	Series 17 EUR 25,000,000.00	XS0309495959

The Offers are being made upon the terms and subject to the conditions contained in the tender offer memorandum dated 22 August 2012 (the Tender Offer Memorandum), copies of which may be obtained free of charge from the Joint Dealer Managers or the Tender and Information Agent (details of whom are set out below).

Capitalised terms used in this announcement but not defined herein have the meanings given to them in the Tender Offer Memorandum.

The Offers begin today, 22 August 2012, and will expire at 5.00 p.m. (Central European Time) on 30 August 2012 (the Expiration Deadline), unless extended, re-opened, amended, revoked and/or terminated as provided in the Tender Offer Memorandum.  The deadlines set by any intermediary or Clearing System will be earlier than this deadline.  The relevant Offeror will announce whether it has decided to accept valid tenders of Securities pursuant to all or any of the Offers as soon as reasonably practicable on 31 August 2012.

The expected settlement date (the Settlement Date) for the Offers is 4 September 2012.

Tender Instructions must specify the principal amount of the Securities subject of the relevant instruction and the price at which such Securities are tendered in the relevant Offer. The price must be specified by each relevant holder of Securities (a Securityholder) as a percentage to two decimal places (i.e. 0.01%) of the principal amount of the relevant Securities tendered for purchase.

If the relevant Offeror decides to accept valid tenders of Securities pursuant to an Offer, the total amount that will be paid to each Securityholder on the Settlement Date for the Securities accepted for purchase from such Securityholder will be an amount (rounded to the nearest €0.01 with €0.005 rounded upwards regarding Securities denominated in Euro and rounded to the nearest £0.01 with £0.005 rounded upwards regarding Securities denominated in Sterling) equal to the sum of:

(a)        the product of (i) the principal amount of the Securities accepted for purchase from the relevant Securityholder, and (ii) the relevant Purchase Price; and

(b)        the Accrued Interest Payment on such Securities.

(such sum, the Total Consideration)

In respect of any Security, the principal amount means the principal amount of the relevant Securities at issue.

The maximum aggregate principal amount of Securities that the Offerors intend to accept for purchase jointly pursuant to the Offers will be an amount equivalent to €2,000,000,000 (or to the extent Securities denominated in Sterling are accepted for purchase, as calculated by reference to the relevant exchange rate as determined by the Joint Dealer Managers) (jointly, the Indicative Maximum Acceptance Volume). However, the Offerors may, at their sole and absolute discretion and without making any announcements and/or furnishing any notices, decide to accept Securities for purchase pursuant to the relevant Offers in an aggregate principal amount which may be lower than the Indicative Maximum Acceptance Volume.

Whether the relevant Offeror accepts for purchase any Securities tendered in an Offer, whether it accepts for purchase Securities tendered in one or more Offer(s) but not another Offer or Offers, the prices at which it accepts such Securities (if any) for purchase in one Offer as opposed to any other Offer(s) and the aggregate principal amount of such Securities (if any) it accepts for purchase in each Offer, shall be at the sole and absolute discretion of the relevant Offeror and the Offerors may make such decision(s) for any reason.

Each Offeror may, in its sole discretion, extend, re-open, amend, revoke, waive any condition of or terminate any Offer at any time (subject to applicable law and as provided in the Tender Offer Memorandum).

The rationale for the Offers is to effectively manage the Group's outstanding liabilities and to strengthen its balance sheet. The Offers are also designed to provide liquidity to the Securityholders.

The Offerors have retained Deutsche Bank AG, London Branch and Banco Santander, S.A. (acting through its Global Banks & Markets division, in its capacity as Joint Dealer Manager) to act as Joint Dealer Managers for the Offers.

Operational Procedure Description

In order to participate in, and be eligible pursuant to the relevant Offer, holders of Securities must validly tender their Securities by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by 5:00p.m. (CET) on the Expiration Deadline.

Tender Instructions shall be irrevocable, according to the terms and conditions and except in the limited circumstances, governed by Spanish Law, specified in the Tender Offer Memorandum.

If securityholders need information on the Invitation, they can contact Lucid at [e-mail] / [phone], To the attention of: David Shilson / Sunjeeve Patel / Thomas Choquet.

For further information, please contact:

JOINT DEALER MANAGERS
Deutsche Bank AG, London Branch
Winchester House 1 Great Winchester Street London EC2N 2DB United Kingdom Tel: [phone] Attn: Liability Management Group Email: [e-mail]
Banco Santander, S.A.
Ciudad Grupo Santander Avda. Cantabria s/n Edificio Encinar - Planta 0 28660 - Boadilla del Monte Madrid Spain For information by telephone: [phone] Attention: Syndicate Desk Email: [e-mail]
TENDER AND INFORMATION AGENT Lucid Issuer Services Limited Leroy House 436 Essex Road London N1 3QP United Kingdom Attention: Sunjeeve Patel / Thomas Choquet / David Shilson T: [phone] E: [e-mail]

Disclaimer: This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which must be read carefully before any decision is made with respect to the Offers. If you are in any doubt as to the action you should take, it is recommended that you seek your own financial advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser.  Any individual or company whose Securities are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such Securities pursuant to the Offers.  The distribution of this document in certain jurisdictions may be restricted by law (see "Offer and Distribution Restrictions" below).  None of the Joint Dealer Managers, Tender and Information Agent, the Offerors or any other Group company nor any of their directors, officers, employees, agents or affiliates makes any recommendation as to whether holders of Securities should tender Securities pursuant to the Offers.

The distribution of this announcement and the Tender Offer Memorandum may be restricted by law in certain jurisdictions.

Persons into whose possession this announcement and/or the Offers for purchase comes are required to inform themselves about, and to observe, any such restrictions.

Offer and Distribution Restrictions

Neither this announcement nor the Tender Offer Memorandum constitutes an invitation to participate in the Offers in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws.  The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law.  Persons into whose possession this announcement and the Tender Offer Memorandum comes are required by each of the Offerors, the Joint Dealer Managers and the Tender and Information Agent to inform themselves about, and to observe, any such 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 mail 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 and no offer of Securities may be made by any such use, means, instrumentality, or facility from or within the United States or to persons located in the United States or to a U.S. person as defined in Regulation S under the U.S. Securities Act of 1933, as amended (each a U.S. person).  This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication.  Accordingly, copies of this announcement and 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 or to any U.S. person or any persons located or resident in the United States.  Any purported tender of Securities in an Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Securities made by a person giving instructions from within 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.

Each holder of Securities participating in an Offer will represent that it is not a U.S. person, it is not located in the United States and it is not participating in such Offer from the United States or it is acting on a non-discretionary basis for a principal that is not a U.S. person, that is located outside the United States and that is not giving an order to participate in such Offer from the United States. For the purposes of this and the above paragraph, United States means United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

Republic of Italy

None of the Offers, the Tender Offer Memorandum, this announcement or any other documents or materials relating to the Offers have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (CONSOB), pursuant to applicable Italian laws and regulations.

The Offers are being carried out in the Republic of 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 (the Issuers' Regulation), as the case may be. The Offers are also being carried out in compliance with article 35-bis, paragraph 7 of the Issuers' Regulation.

A holder of Securities located in the Republic of Italy can tender Securities through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of September 1, 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 Securities or the Offers.

United Kingdom

The communication of this announcement and 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 is exempt from the restriction on financial promotions under section 21 of the Financial Services and Markets Act 2000 on the basis that it is only directed at and may be communicated to (1) those persons who are existing members or creditors of the Offeror or other persons within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the Financial Promotion Order)) and (2) to any other persons to whom to whom these documents and/or materials may lawfully be communicated.

Belgium

Neither this announcement nor the Tender Offer Memorandum nor any other documents or materials relating to the Offers have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority (Autorité des services et marchés financiers/Autoriteit voor Financiële Markten en Diensten) and, accordingly, the Offers may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian Law of 1 April 2007 on public takeover bids or as defined in Article 3 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (together, the Belgian Public Offer Law), each as amended or replaced from time to time.  Accordingly, the Offers may not be advertised and the Offers will not be extended, and neither this announcement nor the Tender Offer Memorandum nor any other documents or materials relating to the Offers (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Public Offer Law (as amended from time to time), acting on their own account.  Insofar as Belgium is concerned, this announcement and the Tender Offer Memorandum has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offers.  Accordingly, the information contained in this announcement and the Tender Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.

France

The Offers are not being made, directly or indirectly, to the public in the Republic of France (France).  Neither this announcement nor the Tender Offer Memorandum nor any other document or material relating to the Offers has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes foumissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (Investisseurs Qualifiés) other than individuals, in each case acting on their own account and all as defined in, and in accordance with, Articles L.411-2 and D.411-1 et seq of the French Code Monétaire et Financier, are eligible to participate in the Offers.  Neither this announcement nor the Tender Offer Memorandum has been nor will be submitted for clearance to nor approved by the Autorité des Marchés Financiers.

Japan

The Offers are not being made, directly or indirectly, in Japan or to, or for the benefit of, any Resident of Japan (as defined under Item 5, Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade Act (Act No. 228 of 1949, as amended)) or to others, directly or indirectly, in Japan to, or for the benefit of a Resident of Japan, except pursuant to an exemption from the registration requirements and otherwise in compliance with, the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended) (FIEA) and any other applicable laws, regulations and ministerial guidelines of Japan.

Spain

Neither the Offers nor this announcement nor the Tender Offer Memorandum constitute an offer of securities or the solicitation of an offer of securities to the public in Spain under the Spanish Securities Market Law (Ley 24/1988, de 28 de Julio, del Mercado de Valores), Royal Decree 1310/2005, of 4 November 2005 and Royal Decree 1066/2007, of 27 July 2007. Accordingly, neither this announcement nor the Tender Offer Memorandum has been submitted for approval nor approved by the Spanish Securities Market Regulator (Comisión Nacional del Mercado de Valores).

General

Neither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or the solicitation of an offer to sell Securities, and tenders of Securities in the Offers will not be accepted from Securityholders, in any circumstances in which such offer or solicitation is unlawful.  In those jurisdictions where the securities, blue sky or other laws require an Offer to be made by a licensed broker or dealer and either of the Joint Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in such jurisdictions, such Offer shall be deemed to be made by such Joint Dealer Manager or such affiliate (as the case may be) on behalf of the relevant Offeror in such jurisdictions.

In addition to the representations referred to above in respect of the United States, each Securityholder participating in an Offer will also be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in "Procedures for Participating in the Offers" in the Tender Offer Memorandum.  Any tender of Securities for purchase pursuant to the Offers from a Securityholder that is unable to make these representations will not be accepted.  Each of the Offerors, the Joint Dealer Managers and the Tender and Information Agent reserve the right, in their absolute discretion, to investigate, in relation to any tender of Securities for purchase pursuant to an Offer, whether any such representation given by a Securityholder is correct and, if such investigation is undertaken and as a result any of the Offerors determines (for any reason) that such representation is not correct, such tender shall not be accepted.

 

END

 

 

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