Proposed capital issue

Banco Santander Central Hispano SA 08 September 2004 Banco Santander Central Hispano, S.A. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE US, CANADA, AUSTRALIA OR JAPAN FOR IMMEDIATE RELEASE Proposed issuance of €500 million - €750 million preference share capital to be guaranteed by Banco Santander Central Hispano, S.A. 8 September 2004 Banco Santander Central Hispano, S.A. ('Banco Santander') today announces the filing of a prospectus with the Comision Nacional del Mercado de Valores (the Spanish securities regulator) on 7 September 2004, relating to the proposed issuance of €500 million of preference shares. The value of shares to be issued may be increased up to €750 million at the issuer's discretion. The issue, which will be guaranteed by Banco Santander, will be made by Santander Finance Capital, S.A. Unipersonal, which is a wholly owned subsidiary of Banco Santander. The preference shares will be offered in Spain mainly to retail investors. Banco Santander intends to use the proceeds raised through this capital placement for general operational purposes. The issue forms part of Banco Santander's overall capital structure and cost management strategy, aimed at creating a more efficient capital base. During July, Banco Santander redeemed €1,000 million of outstanding preference shares (BSCH Finance Limited Serie O) and issued €750 million of new preference shares (Santander Finance Capital, S.A. Unipersonal Serie III) both qualifying as Tier 1 Capital. In addition, on September 1, 2004 Banco Santander redeemed a further €332 million of outstanding preference shares (BSCH Finance Limited Serie P) qualifying as Tier 1 Capital. In its announcement of the recommended acquisition of Abbey National plc ('Abbey ') on July 26, 2004, Banco Santander set out its Tier 1 Capital ratio on a standalone basis and the Tier 1 Capital ratio of the combined group, after adjustments and the special dividend of 25 pence per Abbey ordinary share to be paid by Abbey, as at June 30, 2004. These figures were 8.1% and 8.1% respectively, indicating that the Tier 1 Capital ratio of Banco Santander would be maintained following completion of the acquisition of Abbey. Based on the Tier 1 Capital ratios of Banco Santander and Abbey as at June 30, 2004 and taking into account the capital changes referred to above, including the planned issuance announced today (assuming €750 million of preference shares are issued), the Tier 1 Capital ratio of Banco Santander on a standalone basis and the Tier 1 Capital ratio of the combined group, after adjustments and the special dividend referred to above, would be 8.2% and 8.1% respectively. The Core Capital ratio of the combined group, after adjustments and the special dividend referred to above, as at June 30, 2004 of 5.8% as set out in the announcement of July 26, 2004 is not affected by these changes in Banco Santander's capital structure. The full impact of the capital changes already completed and planned is shown in the tables below, assuming €750 million of preference shares are issued. Impact on Banco Santander Capital Ratios €bn Banco Santander (June 04) Banco Santander (June 04 adjusted) RWA 217.1 217.2 Core Capital 13.8 13.8 Core Capital (%) 6.4 6.4 Tier 1 Capital 17.6 17.8 Tier 1 Capital (%) 8.1 8.2 Tier 2 Capital 8.6 8.6 Total Capital 26.3 26.4 Total Capital (%) 12.1 12.2 Impact on Combined Group Capital Ratios €bn Banco Santander and Abbey (June 04) Banco Santander and Abbey (June 04 adjusted) RWA 303.7 303.7 Core Capital 17.7 17.7 Core Capital (%) 5.8 5.8 Tier 1 Capital 24.5 24.7 Tier 1 Capital (%) 8.1 8.1 Tier 2 Capital 11.5 11.6 Total Capital 36.0 36.2 Total Capital (%) 11.9 11.9 Enquiries: Banco Santander Keith Grant (Head of International Media) + 34 91 289 5206 Peter Greiff (Deputy Head of International Media) + 34 91 289 5207 Maitland Angus Maitland + 44 207 379 5151 Brunswick Rurik Ingram + 44 207 404 5959 Goldman Sachs International ('Goldman Sachs'), which is regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Banco Santander as joint financial adviser and no one else in connection with the recommended acquisition of Abbey by Banco Santander (the 'Acquisition') and will not be responsible to anyone other than Banco Santander for providing the protections afforded to clients of Goldman Sachs nor for providing advice in relation to the Acquisition, or any matter referred to herein. J.P. Morgan plc ('JPMorgan'), which is regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Banco Santander as joint financial adviser and no one else in connection with the Acquisition and will not be responsible to anyone other than Banco Santander for providing the protections afforded to clients of JPMorgan nor for providing advice in relation to the Acquisition, or any matter referred to herein. Merrill Lynch International ('Merrill Lynch'), which is regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Banco Santander as joint financial adviser and no one else in connection with the Acquisition and will not be responsible to anyone other than Banco Santander for providing the protections afforded to clients of Merrill Lynch nor for providing advice in relation to the Acquisition, or any matter referred to herein. This information is provided by RNS The company news service from the London Stock Exchange
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