Further re Tender Offer

Banco Santander Central Hispano SA 6 April 2001 BANCO SANTANDER CENTRAL HISPANO RAISES STAKE IN BANESPA TO 97.1% FOLLOWING SHARE OFFER - The share tender offer, which closed on April 6, brings Banco Santander Central Hispano's stake in the bank to 97.1% - The bid was for 67% of the bank's capital at a price of 95.22 Reals per 1,000 shares. The operation is valued at 2,275 million Reals, or US$ 1,068 million - The total investment in Banespa following the offer totals US$ 4,870 million, equivalent to 2.1 times book value at the time the bank was acquired last November Sao Paulo/Madrid, April 6, 2001 - Banco Santander Central Hispano's public share offer for outstanding minority shares of Banco do Estado de Sao Paulo (Banespa) concluded successfully today with 95% acceptance for ordinary shares and 96% for preferred shares. As a result, it now holds 98.3% of the shares with voting rights (ordinary shares) and 97.1% of the economic capital (preferred shares). The bid was announced on December 28 for 67% of Banespa's total capital, and took place between March 2 and April 2. The process of allotting shares closed today and financial settlement will be on April 11. As a result of the number of ordinary and preferred shares tendered during the offer period, at a price of 95.22 Reals per 1,000 shares, the operation is valued at 2,275 million Reals or US$1,068 million. The total investment by Banco Santander Central Hispano in Banespa now totals US$4,870 million equivalent to 2.1 times the net worth of the bank at the time it was acquired in auction on November 20 last year. This investment in Banespa is a further demonstration of Santander Central Hispano's strong confidence in the Brazilian market, and in the future of Banespa in the State of Sao Paulo, the driving force of Latin America's largest economy. Emilio Botin, co-chairman of Banco Santander Central Hispano, said: 'Step by step we are fulfilling the plans we have set out for Banespa. Chairman Amusategui and I are extremely satisfied.' Banespa, founded in 1909, has throughout its history been linked to the economic development of the State of Sao Paulo, where the bulk of its 1,300 offices and points of sale, as well as its 3.1 million individual customers and small and medium sized company clients are located. Its US$15.5 billion in assets US$6.45 billion in deposits, US$2.4 billion in loans and US$4 billion in funds under management make it the private sector bank of reference in the State of Sao Paulo, the most prosperous in Brazil. The Santander Central Hispano Group has 4 million customers in Brazil, and approximately US$30 billion in assets. It has a branch network of 1,900 offices and points of sale around the country, of which 1,830 are located in the south and south-eastern states. In addition to Banespa, the Group operates the commercial banking networks of Banco Santander Brasil and Banco Santander Meridional, and is the largest private sector bank in this geographical area, with 1,466 offices in the State of San Paulo and 155 in Rio Grande de Sul. Banco Santander Central Hispano is Spain's leading financial group, with US$407.2 billion in total managed funds, and it provides services to 36 million customers in 42 countries around the world through more than 10,000 offices. It is a bank of reference in Europe, where it is one of the three largest by market capitalization in the Euro zone. It has a network of strategic alliances with leading banks in the continent: The Royal Bank of Scotland in the United Kingdom, Societe Generale in France, San Paolo-IMI in Italy and Commerzbank in Germany. The Group has its own subsidiaries in Germany and Portugal, as well as offices in Africa, Asia and Australia. The Group is also the largest financial services franchise in Latin America, with more than US$115 billion in assets and an average market share of 10%. It is present in 12 countries, which represent 98% of the region's GDP - Argentina, Bolivia, Brazil, Chile, Colombia, Mexico, Panama, Paraguay, Peru, Puerto Rico, Uruguay and Venezuela - with a network of more than 4,500 offices serving 20 million customers. The franchise comprises 17 banks, 9 pension fund managers, 12 mutual funds, 10 insurance companies, 12 brokerages and 9 leasing and factoring firms.
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