BANCO SANTANDER, SA
Hecho Relevante #111115 - 09/07/2009 15:17
Documentación relativa a las ofertas de canje realizadas fuera de España.
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PRESS RELEASE
9 JULY 2009
Santander announces exchange offers to commence today for certain of the Group’s
outstanding US$ Tier 1 and Upper Tier 2 hybrids
• Exchange offers for $1.5 billion Upper Tier 2 securities issued by Santander Perpetual,
S.A.U. and $77 million Tier 1 hybrid securities issued by Banesto Holdings Ltd.
• In addition to these exchange offers, the Group is also conducting exchange offers for certain
of its other outstanding Tier 1 hybrid securities and Upper Tier 2 securities.
• In total, Santader is making or intends to make exchange offers relating to 30 capital
securities issued by Santander and its subsidiaries with a total notional amount of
approximately €9.1 billion ($12.5 billion).
• Holders of outstanding Tier 1 hybrid securities will be offered new Santander Tier 1 hybrid
securities.
• Holders of outstanding Upper Tier 2 Securities will be offered new Santander Lower Tier 2
securities.
• The purpose of the exchange offers is to improve the efficiency of the Group’s capital
structure and to strengthen the balance sheet
Banco Santander, S.A. (“Santander” and together with its subsidiaries the “Group”) announced today
a capital markets transaction to improve the efficiency of the Group’s capital structure and strengthen
the balance sheet. The exchange offers comprise offers by Santander and certain of its subsidiaries to
exchange certain existing Tier 1 hybrid securities and Upper Tier 2 securities of Santander and its
subsidiaries (together, the “Exchange Offers”) for new capital instruments (together, the “New
Securities”).
The Exchange Offers provide holders of these securities the opportunity to exchange their existing
securities for new securities with a market coupon, and at the same time receive a one-time cash
premium. Future redemption decisions in respect of all Tier 1 hybrid securities and Upper Tier 2
securities outstanding following the Exchange Offers will be made on a purely economic basis.
Description of Private Exchange Offers
As part of the Exchange Offers, the Santander and its subsidiary, Santander Financial Exchanges
Limited (the “Offerors”), intend to commence today the following two Exchange Offers to qualified
institutional buyers as defined in Rule 144A under the Securities Act of 1933, as amended (the
“Securities Act”) pursuant to Section 4(2) thereof and to holders outside the United States pursuant to
Regulation S thereunder (the “Private Exchange Offers”):
1) Offer to Exchange into new Santander Lower Tier 2 securities
Offer to exchange any and all of the Outstanding Upper Tier 2 securities described below into
Santander Issuances, S.A. Unipersonal 6.5% Guaranteed Subordinated Notes. In addition to New
Santander Lower Tier 2 securities, holders participating in this Private Exchange Offer will receive a
cash premium as an incentive to participate in this Private Exchange Offer, as well as (subject to
certain exceptions) accrued but unpaid interest on the Outstanding Upper Tier 2 securities tendered
for exchange.
New Securities to be Issued in Exchange for Cash Exchange Incentive
Existing Securities CUSIPs and ISINs Existing Securities Amount
Series 2 80281YAA5 and $75,000 aggregate principal amount of $10,000 per $100,000
$1,500,000,000 E86920AA8; New Securities per $100,000 principal principal amount of
Guaranteed Perpetual US80281YAA55 amount of Existing Securities tendered Existing Securities
Step-Up Subordinated and for exchange. Cash will be paid in lieu tendered for exchange
Notes USE86920AA84 of any fractional New Securities.
2) Offer to Exchange into new Santander Tier 1 hybrid securities
Offer to exchange any and all of the Outstanding Preferrence Shares referred to below into Santander
Finance Preferred, S.A. Unipersonal 10.5% Fixed-to-Floating Non-Cumulative Guaranteed Preferred
Securities with a par value $100,000 per security.
Liquidation Preference of New Securities to Be Issued in Exchange for
Existing Securities CUSIP and ISIN Existing Securities
3,091,416 Banesto Holdings 059873109; $90,000 in liquidation preference of New Securities
Ltd. 10.500% Non-Cumulative US0598731091 (liquidation preference $100,000 per security) per $100,000
Guaranteed Preference Shares, in liquidation preference of Existing Security tendered for
Series A, guaranteed by Banco exchange. Cash will be paid in lieu of any fractional New
Espanol de Credito, S.A. Securities.
The exchange ratios and cash exchange incentive amounts in the above tables may be changed by the
offerors in their absolute discretion at any time prior to the expiration the Private Exchange Offers
subject to any legal obligation to extend the offer.
The Private Exchange Offers will commence today, July 9, 2009, and will expire subject to any
required extension of the offers on August 6, 2009, 5.00 p.m.. New York time, unless extended or
earlier terminated by the Offerors (the “Expiration Date”).
The Private Exchange Offers are only being made, and copies of the Private Exchange Offer
documents will only be made available, to holders of outstanding securities subject to the Private
Exchange Offers (the “Existing Securities”) that have certified certain matters to the Offerors,
including their status as either “qualified institutional buyers,” as that term is defined in Rule 144A
under the Securities Act or persons other than “U.S. persons,” as that term is defined in Rule 902
under the Securities Act (collectively, “Eligible Holders”).
Holders of Existing Securities holding through The Depository Trust Company and wishing to tender
Existing Securities pursuant to the Private Exchange Offers must submit, or arrange to have submitted
on their behalf, at or before the Expiration Date and, before the respective deadlines set by such
clearing systems, duly completed electronic instructions, in accordance with DTC’s requirements.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any such state.
The Private Exchange Offers are also not being made to, and any offers to exchange will not be
accepted from, or on behalf of, Eligible Holders in any jurisdiction in which the making of such
Private Exchange Offers would not be in compliance with the laws or regulations of such
jurisdictions.
THE NEW SECURITIES HAVE NOT BEEN AND ARE NOT EXPECTED TO BE REGISTERED
UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED
STATES ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM
REGISTRATION REQUIREMENTS.
This is not an offer to sell or exchange and it is not a solicitation of an offer to buy securities in any
jurisdiction in which such offer, sale or exchange is not permitted. Countries outside the United States
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generally have their own legal requirements that govern securities offerings made to persons resident
in those countries and often impose stringent requirements about the form and content of offers made
to the general public. Neither the issuer, the offerors, the guarantor or the dealer manager has taken
any action in any jurisdiction outside of the United States to facilitate a public offer of securities
outside the United States or to facilitate the distribution of this document nor the Private Exchange
Offer documents in any jurisdiction outside of the United States. Neither this document nor any
Private Exchange Offer document constitutes an invitation to participate in the Private Exchange
Offers in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make
such invitation under applicable securities laws. The distribution of this document in certain
jurisdictions may be restricted by law. Persons into whose possession this document or the Private
Exchange Offer documents comes are required by each of the issuer, the guarantor, the offerors and
the dealer manager to inform themselves about, and to observe, any such restrictions. No action has
been or will be taken in any jurisdiction by the issuer, the guarantor, the offerors or the dealer
manager in relation to the exchange offer described herein and in the Private Exchange Offer
documents that would permit a public offering of securities. The ability of non-U.S. persons to tender
Existing Securities in the Private Exchange Offers will be subject to compliance with applicable laws
and may depend on whether there is an exemption available under applicable law that would permit
the person to participate in the Private Exchange Offers without the need for the issuer, the guarantor,
the offerors or the dealer manager to take any action to facilitate a public offering of securities in that
country or otherwise. For example, some countries exempt transactions from the rules governing
public offerings of securities if they involve persons who meet certain eligibility requirements relating
to their status as sophisticated or professional investors. Non-U.S. holders should consult their
advisors in considering whether they may participate in the Private Exchange Offers in accordance
with the laws of their home countries and, if they do participate, whether there are any restrictions or
limitations on transactions in the New Securities that may apply in their home countries. No assurance
can be provided about whether such limitations may exist.
European Economic Area
In relation to each Member State of the European Economic Area which has implemented the
Prospectus Directive (each, a “Relevant Member State”), with effect from and including the date on
which the Prospectus Directive is implemented in that Relevant Member State (the “Relevant
Implementation Date”), an offer to the public of any New Securities which are the subject of the
offering contemplated by this document may not be made in that Relevant Member State, except that
an offer to the public in that Relevant Member State of any New Securities may be made at any time
with effect from and including the Relevant Implementation Date under the following exemptions
under the Prospectus Directive, if they have been implemented in that Relevant Member State:
• to legal entities which are authorized or regulated to operate in the financial markets or,
if not so authorized or regulated, whose corporate purpose is solely to invest in
securities;
• to any legal entity which has two or more of (1) an average of at least 250 employees
during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3)
an annual net turnover of more than €50,000,000, as shown in its last annual or
consolidated accounts;
• to fewer than 100 natural or legal persons (other than qualified investors as defined in
the Prospectus Directive); or
• in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of New Securities shall require the Issuer, the Guarantor, the
offerors or the dealer manager to publish a prospectus pursuant to Article 3 of the
Prospectus Directive.
For the purposes of this provision, the expression an “offer to the public” in relation to any New
Securities in any Relevant Member State means the communication in any form and by any means of
sufficient information on the terms of the offer and any New Securities to be offered so as to enable
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an investor to decide to purchase any New Securities, as the same may be varied in that Member State
by any measure implementing the Prospectus Directive in that Member State and the expression
“Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure
in each Relevant Member State.
United Kingdom
The communication of this document and any other documents or materials relating to the
exchange offer is not being made and such documents and/or materials have not been approved by an
authorised person for the purpose of section 21 of the Financial Services and Markets Act 2000.
Accordingly, such documents and/or materials are not being distributed to, and must not be passed on
to, the general public in the United Kingdom. The communication of such documents and/or
materials as a financial promotion is only being made to persons in the United Kingdom falling within
the definition of investment professionals (as defined in Article 19(5) of the Financial Services and
Markets 2000 (Financial Promotion) Order 2005 (the “Order”) or persons who are within Article 43
of the Order or any other persons to whom it may otherwise lawfully be made under the Order.
France
This announcement and the Private Exchange Offers are not being made, directly or indirectly, to
the public in the Republic of France and only qualified investors (Investisseurs Qualifiés) other than
individuals, as defined in and in accordance with Articles L.411-1, L.411-2 and D.411-1 and D.411-3
of the French Code Monétaire et Financier are eligible to participate in the exchange offer. This
document and any other offering material relating to the Exchange Offers have not been and shall not
be distributed to the public in The Republic of France. Neither this document nor any other offering
material relating to the Exchange Offers has been submitted to the clearance of the Autorité des
Marchés Financiers.
Belgium
The Exchange Offers are not being made, directly or indirectly, to the public in Belgium. Neither
the Exchange Offers, any offering material relating to the Exchange Offers, nor this document has
been notified to the Belgian Banking, Finance and Insurance Commission (Commission bancaire,
financiére et des assurances) pursuant to Article 18 of the Belgian law of 22 April 2003 on the public
offering of securities (the “Law on Public Offerings”) nor has this document or any other information
circular, brochure or similar document relating to the Exchange Offers been, nor will it be, approved
by the Belgian Banking, Finance and Insurance Commission pursuant to Article 14 of the Law on
Public Offerings. Accordingly, neither this document nor any other offering material relating to the
Exchange Offers may be advertised and this document and any other information circular, brochure or
similar document relating to the Exchange Offers may not be distributed, directly or indirectly, in
Belgium only to qualified investors referred to in Article 6, paragraph 3 of the Law of 1 April 2007 on
public acquisitions, acting for their own account.
Italy
The Exchange Offers are not being made in The Republic of Italy. None of the Exchange Offers,
this document nor any other offering material relating to the Exchange Offers has been submitted to
the clearance procedure of the Commissione Nazionale per le Società e la Borsa (“CONSOB”)
pursuant to Italian laws and regulations. Accordingly, holders of the existing securities are notified
that, to the extent such holders are located or resident in The Republic of Italy, the Exchange Offers
are not available to them and they may not offer existing securities for exchange in the Exchange
Offers nor may the New Securities be offered, sold or delivered in The Republic of Italy and, as such,
any instruction to exchange existing securities received from or on behalf of such persons shall be
ineffective and void, and neither this document nor any other documents or materials relating to the
Exchange Offers, the Existing Securities or the New Securities may be distributed or made available
in The Republic of Italy.
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General
Neither this document nor any other offering material relating to the Exchange Offers constitutes
an offer to sell or buy or a solicitation of an offer to sell or buy the Existing Securities and/or the New
Securities, as applicable, and offers of Existing Securities for exchange in the Exchange Offers will
not be accepted from holders in any circumstances in which such offer or solicitation is unlawful. In
those jurisdictions where the securities, blue sky or other laws require the Exchange Offers to be made
by a licensed broker or dealer and a dealer manager or any of its affiliates is such a licensed broker or
dealer in such jurisdictions, the Exchange Offers shall be deemed to be made by such dealer manager
or such affiliate (as the case may be) on our behalf in such jurisdictions. Each holder of Existing
Securities participating in the Exchange Offers will also be deemed to give certain representations in
respect of the jurisdictions referred to above. Any offer of Existing Securities for exchange pursuant
to the Exchange Offers from a person that is unable to make these representations will not be
accepted. The issuer, the guarantor, the offerors and the dealer manager each reserve the right, in
their respective absolute discretion, to investigate, in relation to any offer of Existing Securities for
exchange pursuant to the Exchange Offers, whether any such representation given by a person is
correct and, if such investigation is undertaken and as a result any of them determine (for any reason)
that such representation is not correct, such offer shall not be accepted.
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Fuente: CNMV