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Santander Fin Pref (54HM)

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Thursday 23 April, 2009

Santander Fin Pref

TAX CERTIFICATION

RNS Number : 0835R
Santander FinancePreferred S.A Uni.
23 April 2009
 

'Please be advised that this amended notice replaces the prior notice sent to RNS on April 23, 2009 at 16:16 h.'

Santander Finance Preferred, S.A Unipersonal

Floating Rate Non-Cumulative Guaranteed Series 6 Preferred Securities

CUSIP: 80281R888
Record Date: May 21, 2009

Payment Date: June 5, 2009

Pursuant to Law 13/1985 (as amended by Law 19/2003 and Law 23/2005) and Royal Decree 1065/2007, upon admission to trading on the London Stock Exchange's Gilt Edged and Fixed Interest Market and the New York Stock Exchange, distributions derived from the above securities by a non-Spanish resident holder who does not act with respect to such securities through a permanent establishment in Spain or by a Spanish resident corporation (including a non-Spanish resident holder acting, with respect to the securities, through a permanent establishment in Spain) will not be subject either to the 18% Non-Resident Income Tax (NRIT) in Spain or to a 18% withholding rate on account of the Spanish Corporate Income Tax (CIT) unless the non-Spanish resident holder, or the Spanish resident corporation, as the case may be, fails to comply with the relevant tax residency certification procedures as described below. 

Participants requesting exemption from Spanish NRIT or from withholding on account of Spanish CIT via DTC's Elective Dividend Service (EDS) are required to provide beneficial owner information in support of their elections. The Issuer, the Guarantor and the Fiscal and Paying Agent have arranged certain procedures with DTC and Acupay System to facilitate the collection from participants of such information concerning the identity and residence of beneficial owners of the securities. Failure to certify via EDS, provide beneficial owner information via Acupay, or to follow the required procedures, will result in 18% withholding from the distribution payment. 

Further information on Spanish withholding tax requirements can be found starting on pages 1, 51, A-1 and B-1 of the Prospectus for the Preferred Securities, which can be downloaded from www.acupaysystem.com/santanderpreferred8.

IMPORTANT: Participants that clear for downstream correspondents on an omnibus basis are subject to revised operational requirements regarding entering beneficial owner information into the Acupay System. To comply with Spanish tax regulations and 'Know Your Customer' policies mandated by the USA PATRIOT Act, Participants may not enter beneficial owner information into the Acupay System on behalf of their omnibus downstream correspondents. Omnibus downstream correspondents are required to enter their beneficial owner client information directly and Participants must confirm their downstream correspondents' aggregate omnibus positions. Please read the following procedures carefully.

Participants requesting exemption from Spanish NRIT or from withholding on account of Spanish CIT via DTC's Elective Dividend Service (EDS) are also required to provide information concerning the identity and country of residence of beneficial owners in the manner described below: 

1.

Beginning on May 7, 2009 (the tenth New York Business Day prior to the Distribution Record Date) and until 8 p.m. (New York time) on May 15, 2009 (the Standard Deadline), DTC participants must enter certain information into the Acupay System regarding the beneficial owners of the Preferred Securities by completing these required steps:

 

A.

DTC participants must visit the Acupay System website at www.acupaysystem.com and register (i) their institution, (ii) one or more authorized employees who will be responsible for making tax certifications on the behalf of the DTC participant and (iii) financial intermediaries (i.e. 'downstream correspondents') for which the DTC participants provide clearing arrangements on an 'omnibus' basis. If the participant, its downstream correspondents, or members of their respective teams, were previously registered to use the Acupay System (for this or any other securities issue), there is no need to register again - their existing login details should still work.

 

 

NOTE: DTC participants or their downstream correspondents which are located in countries that are not OECD (Organisation for Economic Co-operation and Development) member countries (OECD Countries) nor countries with which Spain has entered into a Treaty for the Avoidance of Double Taxation (Tax Treaty Countries) (including countries and territories classified as tax havens by Spanish law) are non-Qualified Participants and as such will be allowed to register in the Acupay System but will not be eligible to participate in the 'Relief-at-Source Procedures'. Such entities may, however, follow the 'Quick Refund Procedures for DTC participants or their downstream correspondents which are non-Qualified Participants' discussed below. Please refer to Annex A, B and C respectively for a list of Tax Haven Countries and Territories, OECD Countries and Tax Treaty Countries.

 

 

 

 

B.

Once registered, participants and downstream correspondents must provide tax certifications on behalf of their clients who are the ultimate beneficial holders. This should be done using either the 'one-by-one' method, the 'bulk method' or the 'renew previous submissions method', as detailed on www.acupaysystem.com.

 

C.

DTC participants that provide clearing arrangements for downstream correspondents, irrespective of whether such downstream correspondents are Qualified Intermediaries (as described by the US IRS in Revenue Procedure 2000-12 found in Cumulative Bulletin 2000-1 of Internal Revenue Bulletin 2000-4) should:

 i. Register their downstream correspondents in the Acupay System by entering the details of such downstream correspondents directly into the 'Add a New Registered Downstream Correspondent' section of their Acupay System account, or by allowing such downstream correspondents to register themselves by providing them with the Acupay Registration Code found within the 'View Downstream Correspondent Registrations' section of the Acupay System.

Once registered the downstream correspondents will be able to process Acupay tax relief-at-source client certifications for their own clients. Since downstream correspondents are required to 'know their clients', it is logical that they are the entities, which should enter client information regarding their clients into the Acupay System - not the upstream clearer (which is a DTC participant). 

ii. Confirm the downstream correspondent's omnibus position. The DTC participant should confirm the aggregate position in the securities held on the behalf of each of its downstream correspondents. This confirmation is made ONLY with regard to the aggregate omnibus amount held by the downstream correspondents, NOT with regard to the identity or details of the end investor clients of the downstream correspondents. These aggregate position confirmations should be kept updated through 9:45 a.m. on the Final Verification Date (just like all other information entered in the Acupay System).

iii. Make the necessary EDS elections, to match the total amount of Acupay certifications made by the downstream correspondent(s).

 

D.

The Acupay System may only be used to submit the details of beneficial owners who are exempt from Spanish withholding tax. Therefore, participants may not enter into the Acupay System details of beneficial owners who are subject to withholding (such as beneficial owners who are physical persons located in Spain).

 

E.

Once beneficial owner information has been entered into Acupay, the System will produce, as applicable, tax certificate I, II or III which must be reviewed, printed, signed (if accurate), scanned and emailed (by the participant or downstream correspondent, as relevant) to [email protected] or faxed to Acupay at +1-646-383-9489 or +44-207-067-8453.

 

F.

Certifying parties (i.e. participants or downstream correspondents) MUST use the tax certificates that are generated by the Acupay System (showing the official Acupay bar code) as no other form of tax certificate will be accepted.

 

 

NOTE: Acupay submissions will not be processed until Acupay has received signed tax certificates, as described above.

 

G.

Certifying parties will then be required to send via post or courier to Acupay the original, signed tax certificates I, II and III that were faxed or emailed above. These original paper, signed tax certificates MUST be received by Acupay by no later than 5:00 p.m. London time (12:00 noon NY time) on July 15, 2009 at the following address:

 

 

Acupay System LLC
Certifications

Attn: Nina Santa-Maria

28 Throgmorton St - First Floor 

London EC2N 2AN
United Kingdom

 

 

NOTE: A participant or downstream correspondent that obtains favourable tax treatment through the relief at source procedure and fails to submit the original physical certificates as described above may be prohibited by the issuer from using the procedure to obtain favourable tax treatment for future payments. In such event, the certifying party will receive any future income payment on their entire position net of 18% NRIT and relief will need to be obtained directly from the Spanish tax authorities by following the standard refund procedure established by Spanish tax law.

2.

Beginning at 9 a.m. on May 22, 2009 (the first New York Business Day after the related Distribution Record Date) and continuing until 8 p.m. (New York time) on May 27, 2009 (the third New York Business Day immediately following the Distribution Record Date), DTC direct participants must also make an election via EDS stating their aggregate positions that are exempt from Spanish withholding tax -- including positions certified directly and also positions certified by their downstream correspondents.

3.

The aggregate amounts certified through the Acupay System and those elected through DTC EDS must be in synch. It is the responsibility of each participant to ensure that the principal amount of Preferred Securities which they and their downstream correspondents have certified via Acupay, is equal to the principal amount of Preferred Securities for which they have made EDS elections at the exempt rate. Data introduced in both DTC EDS and Acupay may be modified (in either system) until 8 p.m. (New York time) on May 27, 2009.

4.

Acting on a best efforts basis, Acupay staff will warn participants of any misalignments between DTC elections and Acupay certifications and will seek to assist in reconciling them until 9:45 a.m. (New York time) on May 28, 2009. DTC participants whose EDS elections and Acupay certifications are not aligned by 9:45 a.m. (New York time) on May 28, 2009 will receive the distribution payment on their entire position net of 18% NRIT, or on account of Spanish CIT, as the case may be. DTC participants who receive net treatment due to misalignment of their DTC EDS election and Acupay Certifications may request relief through the Quick Refund Procedures described below up to the amount that they have elected exempt through the EDS system as of 9:45 a.m. (New York time) on May 28, 2009.

IMPORTANT

DTC participants must ensure that EDS elections entered into DTC and beneficial owner data entered into the Acupay System are synchronized and updated to reflect any changes to beneficial ownership or DTC positions occurring prior to 9:45 a.m. on May 28, 2009 (the Final Verification Date).

If at 9:45 a.m. New York time on May 28, 2009 there are any inconsistencies concerning the beneficial owner information supplied by a participant and its downstream correspondents to Acupay, that participant's EDS elections and its position listed at DTC, payments will be made net of Spanish taxes on the entire position held by such DTC participant.

DTC PARTICIPANTS WHOSE ACUPAY CERTIFICATIONS AND EDS ELECTIONS ARE OUT OF ALIGNMENT ON THE MORNING OF THE FINAL VERIFICATION DATE MAY REQUEST THAT DTC MANUALLY MODIFY EDS ELECTIONS TO BRING THEM INTO ALIGNMENT BY SENDING AN EDS CHANGE REQUEST TO DTC VIA EMAIL AT [email protected] NO LATER THAN 9:45 A.M. NEW YORK TIME ON MAY 28, 2009 WITH A COPY TO [email protected], [email protected], [email protected] AND [email protected] LIKEWISE, IT IS THE RESPONSIBILITY OF DTC PARTICIPANTS AND THEIR DOWNSTREAM CORRESPONDENTS TO UPDATE BENEFICIAL OWNER INFORMATION ENTERED IN THE ACUPAY SYSTEM AS NECESSARY TO KEEP IT IN SYNCH WITH CLIENTS' ACTUAL POSITIONS. UPDATING MUST CONTINUE UNTIL 9:45 A.M. NEW YORK TIME ON MAY 28, 2009.

Only those holding as of May 21, 2009 (the Distribution Record Date) are entitled to receive the distribution payment and provide certifications through Acupay and make EDS Elections for the purpose of being paid net of Spanish Withholding Tax on the Distribution Payment Date. 

Quick Refund Procedure

Beneficial owners who received income net of 18% NRIT or on account of Spanish CIT, as the case may be, due to a misalignment of their EDS elections and Acupay certifications may qualify for a refund through the Quick Refund procedure. To utilize this procedure, participants must have submitted valid EDS elections during the Relief at Source EDS window. Relief may be obtained only up to the amount of securities as to which the relevant participant has requested DTC to make an exempt election via EDS as of 9:45 a.m. on May 28, 2009. The Quick Refund procedure is not available for any position that was not previously requested to be elected for gross (exempt) treatment via EDS on or before 9:45 a.m. on the Final Verification Date. Participants may use the Acupay System to request relief through the Quick Refund Procedures on behalf of their clients beginning June 8, 2009 until July 10, 2009.

Quick Refund Procedure for DTC participants or their downstream correspondents which are not located in OECD Countries or in Tax Treaty Countries

The Quick Refund Procedure for non-qualified DTC participants requires the submission, among other documentation, of a Government Tax Certificate from the beneficial owner's country of tax residence instead of tax certificate I or II. 

Direct Refund from Spanish Tax Authorities

If participants have not certified for any reason through the Relief at Source or Quick Refund procedure and have received unfavorable tax treatment, eligible investors may request a tax refund from the Spanish tax authorities by following the standard refund procedure established by Spanish tax law.

By submitting EDS elections DTC participants agree that they will indemnify Santander Finance Preferred, S.A Unipersonal and its agents for any liability which they may incur as a result of reliance upon information provided by such participant on such EDS elections. The DTC participant also agrees to return any funds erroneously received (including any income, penalties and additions to tax thereon) arising from its EDS elections.

Questions regarding the EDS process should be directed to Sean Bollers or Maria Lopez of DTC's International Services at (212) 855-4706 or 4211 respectively.

Questions regarding relief entitlements, obtaining relief directly from the Spanish Tax Authorities, or the Acupay System should be directed to Sabrina Cruz at +1-212-422-1222 or Nina Santa-Maria at +44-207-382-0340 or by emailing [email protected].

  Annex A

Tax-Haven Countries & Territories

Andorra, Principality of

Anguila, The Island of

Antigua and Barbuda, Islands of

Aruba

Bahamas, The

Bahrain, Kingdom of

Barbados, The Island

Bermuda Islands, The

Brunei, Sultanate of

Cayman Islands

Cook Islands, The

Cyprus, Republic of

Dominica, The Republic of

Falkland Islands

Fiji Islands

Gibraltar

Grenada

Guernsey, Channel Islands

Hong Kong

Isle of Man

Jamaica

Jersey, Channel Islands

JordanHashemite Kingdom of

Lebanon, Republic of

Liberia, Republic of

Liechtenstein, Principality of

Luxembourg, Grand Duchy of (but only as regards to the income received by the companies referred to in paragraph 1 of the Protocol annexed to the Avoidance of Double Taxation Treaty, dated 3rd June 1986, entered into by Spain and Luxembourg i.e., those holding companies as defined by Luxembourg Law of July 31, 1929 and Luxembourg Grand Ducal Decree of December 17, 1938)

Macao

Mariana Islands

Mauritius

Monaco, Principality of

Montserrat

Nauru, Republic of

Netherlands Antilles

Oman, Sultanate of

Panama, Republic of

Saint Lucia

Saint Vincent and the Grenadines

San Marino, Republic of

Seychelles, Republic of

Singapore, Republic of

Solomon Islands

Trinidad and Tobago, Republic of

Turks and Caicos Islands

Vanuatu, Republic of

Virgin Islands, British

Virgin Islands, of the United States

  Annex B

OECD Countries

Australia

Austria

Belgium

Canada

Czech Republic

Denmark

Finland

France

Germany

Greece

Hungary

Iceland

Ireland

Italy

Japan

Korea, Republic of

Luxembourg

Mexico

Netherlands

New Zealand

Norway

Poland

Portugal

Slovakia

Spain

Sweden

Switzerland

Turkey

United Kingdom

United States

  Annex C

Spanish Tax Treaty Countries

Algeria

Argentina

Armenia*

Australia

Austria

Azerbaijan*

Belarus*

Belgium

Bolivia

Brazil

Bulgaria

Canada

Chile

China

Colombia

Croatia

Cuba

Czech Republic

Ecuador

Egypt

Estonia*

Finland

France

Georgia*

Germany

Greece

Hungary

Iceland

India

Indonesia

Iran, Islamic Republic of

Ireland

Israel

Italy

Japan

Kazakhstan*

Korea, Republic of

Kyrgyzstan*

Latvia*

Lithuania*

Luxembourg

Macedonia, The Former Yugoslav Republic of

Malaysia

Malta, Republic of

Mexico

Moldova, Republic of*

Morocco

Netherlands

New Zealand

Norway

Philippines

Poland

Portugal

Romania

Russia*

Saudi Arabia

Slovakia

Slovenia

South Africa

Sweden

Switzerland

Tajikistan*

Thailand

Tunisia

Turkey

Turkmenistan*

Ukraine*

United Arab Emirates

United Kingdom

United States

Uzbekistan*

Venezuela

Vietnam

* The countries of the former USSR are covered together under treaty (RussiaEstoniaLithuania and Latvia covered under separate treaties).


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