Capital Increase

RNS Number : 7811H

Banco Santander S.A.

10 November 2008

 



MATERIAL FACT ANNOUNCEMENT

Banco Santander, S.A. ('Banco Santander' or the 'Bank') has agreed to increase its share capital in nominal amount of 799,405,940 Euros by means of an issuance of 1,598,811,880 new ordinary shares, of the same class and series as the shares currently outstanding, and with pre-emptive subscription rights for current shareholders. The issue price of the new shares will be 4.5 Euros per share and, hence, the total amount of the issue will be 7,194,653,460 Euros.  The transaction is fully underwritten.

The purpose of the share capital increase is to improve Banco Santander's core capital ratio.

Each outstanding share shall receive one pre-emptive subscription right, with 4 pre-emptive subscription rights being needed to subscribe for 1 new share. The pre-emptive subscription rights are expected to be listed on the Spanish stock exchanges.

The subscription period shall have a duration of 15 calendar days and will commence once the relevant prospectus has been registered with the Spanish Securities Market Commission ('CNMV') and the relevant announcement has been published in the Official Bulletin of the Commercial Registry.  

To take account of the possibility that the total amount of the share capital increase is not subscribed for through the exercise of pre-emptive subscription rights, the shareholders holding pre-emptive subscription rights who have exercised such rights, and those investors who may acquire such rights in the market, may request to subscribe for additional shares on top of those to which they are entitled when taking up their rights. In addition, if requests for additional shares are not enough to cover the share capital increase, the remaining new shares may be discretionally allotted to investors.  

The terms and conditions of the capital increase and the procedure for the subscription for new shares in Spain, the United Kingdom, Portugal and Italy shall be set forth in a prospectus to be registered with the CNMV. Once registered with the CNMV, the prospectus shall be publicly available at the Bank's registered address and, in electronic format, in the web pages of the Bank (www.santander.com) and the CNMV (www.cnmv.es).  

Boadilla del Monte (Madrid), November 10, 2008

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This announcement is not a prospectus but an advertisement and investors should not subscribe for any new shares of Banco Santander or purchase any pre-emptive subscription rights referred to in this announcement except on the basis of the information contained in the prospectus.

This announcement does not constitute an offer to sell, or a solicitation of an offer to subscribe for, the pre-emptive subscription rights or the new shares being issued in connection with the share capital increase. 

Neither the content of the Banco Santander website nor any website accessible by hyperlinks on the Banco Santander website is incorporated in, or forms part of, this announcement.

The distribution of this announcement and/or the prospectus and/or the transfer of pre-emptive subscription rights and/or new shares into jurisdictions other than Spain, the United Kingdom, Italy and Portugal may be restricted by law. Persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Authorisation for the public offering of the new Banco Santander shares and their admission to trading in the Buenos Aires stock exchange shall be requested to the Argentine National Securities Commission. Once such authorisation is granted, a Subscription Announcement will be published in Argentina setting forth the procedure and term for the subscription for new shares in Argentina. The capital increase to which this announcement refers and the Argentine offering will have the same terms and conditions, save as otherwise provided in the relevant Subscription Announcement.

 

END

 

 

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