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Banco Santander S.A. (BNC)


Tuesday 02 October, 2007

Banco Santander S.A.

Joint statement re. ABN AMRO

Banco Santander S.A.
02 October 2007

2 October 2007 - Fortis, RBS and Santander - U.S. Registration Statement
declared effective

In connection with the proposed acquisition by RFS Holdings of ABN AMRO and
further to their announcement of 28 September 2007 regarding U.S. regulatory
matters, Fortis, RBS and Santander (collectively, the 'Banks') announce that the
U.S. Securities and Exchange Commission has declared effective the Registration
Statement on Form F-4 (the 'Form F-4') filed by RBS, which includes the U.S.
offer document, thereby satisfying in part condition (h) of the offer. As a
result, RBS will now also be permitted to issue its ordinary shares upon
settlement of the offer to ABN AMRO shareholders and ADS holders in the U.S. in
satisfaction of RFS Holdings's obligations under the terms and conditions of the
offer (as described in further detail in the U.S. offer document). Copies of the
Form F-4, including the U.S. offer document, may be obtained free of charge from
the SEC's website,

The Banks believe this marks another significant step towards satisfaction of
the conditions applicable to the offer and invite ABN AMRO shareholders to
accept the Banks' offer prior to its expiration on Friday, 5 October 2007 at 3:
00 pm (Amsterdam time) / 9:00 am (New York City time).

Copies of the offer documents and of documents incorporated by reference in the
offer documents may be obtained free of charge, subject to the same restrictions
as apply to the offers, by contacting the Dutch exchange agent or the global
information agent at the addresses and telephone numbers below.

Holders of ABN AMRO ordinary shares or ADSs should contact the Dutch exchange
agent or the global information agent at the addresses and telephone numbers
below for information on how to tender their shares:
The Dutch exchange agent:    The global information agent:
Fortis Bank (Nederland) N.V. D.F. King & Co., Inc.
Rokin 55                     2 London Wall Buildings, 2nd Floor
1012 KK Amsterdam            London Wall, London EC2M 5PP
The Netherlands              United Kingdom
Tel: +31 20 527 24 67        European Toll Free Help Line: 00 800 5464 5464
                             48 Wall Street, 22nd Floor
                             New York, NY 10005
                             United States
                             North American Toll Free Help Line: 1 (800) 848

Important Information

This announcement is made pursuant to article 9b(1) of the Dutch Decree on the
Supervision of the Securities Trade 1995.

In connection with the offer for ABN AMRO, RBS has filed with the U.S.
Securities and Exchange Commission (the 'SEC') a Registration Statement on Form
F-4, which includes the U.S. offer document, and the Banks have filed with the
SEC a Tender Offer Statement on Schedule TO and other relevant materials.
CONTAIN IMPORTANT INFORMATION. Investors may obtain a copy of such documents
without charge, at the SEC's website ( Copies of all
documents filed in connection with the offer may also be obtained from each
Bank, without charge.

This communication shall not constitute an offer to sell or the solicitation of
an offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction. This press release is not an offer of securities for sale into the
United States. No offering of securities shall be made in the United States
except pursuant to registration under the U.S. Securities Act of 1933, as
amended, or an exemption therefrom.

Forward-Looking Statements

This announcement includes certain 'forward-looking statements'. These
statements are based on the current expectations of the Banks and are naturally
subject to uncertainty and changes in certain circumstances. Forward-looking
statements include any synergy statements and, without limitation, other
statements typically containing words such as 'intends', 'expects',
'anticipates', 'targets', 'plans', 'estimates' and words of similar import. By
their nature, forward-looking statements involve risk and uncertainty because
they relate to events and depend on circumstances that will occur in the future.
There are a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such forward-looking
statements. These factors include, but are not limited to, the presence of a
competitive offer for ABN AMRO, whether the Banks and ABN AMRO enter into any
definitive agreement with respect to the potential acquisition of ABN AMRO,
satisfaction of any conditions to the offer, including the receipt of required
regulatory and anti-trust approvals, the successful completion of the offer or
any subsequent compulsory acquisition procedure, the anticipated benefits of the
offer (including anticipated synergies) not being realized, the separation and
integration of ABN AMRO and its assets among the Banks being materially delayed
or more costly or difficult than expected, as well as additional factors, such
as changes in economic conditions, changes in the regulatory environment,
fluctuations in interest and exchange rates, the outcome of litigation and
government actions. Other unknown or unpredictable factors could cause actual
results to differ materially from those in the forward-looking statements. None
of the Banks undertake any obligation to update publicly or revise
forward-looking statements, whether as a result of new information, future
events or otherwise, except to the extent legally required.

Fortis N.V., Archimedeslaan 6, 3584 BA Utrecht, Netherlands; Fortis S.A./N.V.,
Rue Royale 20, 1000 Brussels, Belgium

The Royal Bank of Scotland Group plc, Head Office, Gogarburn, Edinburgh EH12
1HQ, UK. Registered Office, 36 St Andrew Square, Edinburgh EH2 2YB. Registered
in Scotland No 45551

Banco Santander, S.A., Ciudad Grupo Santander, Avenida de Cantabria, s/n, 28660
Boadilla del Monte, Madrid, Spain

                      This information is provided by RNS
            The company news service from the London Stock Exchange

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