BANCO SANTANDER, SA
Hecho Relevante #111690 - 23/07/2009 15:46
Documentación relativa a las ofertas de canje realizadas fuera de España.
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THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY
OR INDIRECTLY IN, OR INTO, THE UNITED STATES OR ITALY OR TO ANY UNITED STATES
OR ITALIAN PERSON (SEE “OFFER RESTRICTIONS”)
23 JULY 2009
Santander announces results of exchange offers for certain of the Group’s outstanding Euro,
Sterling and Yen Tier 1 hybrid securities and Upper Tier 2 securities
On 9 July 2009, Banco Santander, S.A. (“Santander” and together with its subsidiaries the “Group”)
announced a capital markets transaction to improve the efficiency of the Group’s capital structure and
strengthen the balance sheet. The transaction comprised offers to exchange Tier 1 Hybrid securities
and Upper Tier 2 securities of Santander and its subsidiaries for new capital instruments (together, the
“New Securities”).
The expiration date for the exchange offers in respect of the series outlined in the table below (the
“Exchange Offers”) was 22 July 2009. The Exchange Offers were made on the terms and subject to
the conditions outlined in the Exchange Offer Memorandum dated 9 July 2009 (the “Exchange Offer
Memorandum”). Terms used in this announcement have the meanings given to them in the Exchange
Offer Memorandum. No information is provided in this announcement on the exchange offer in
respect of Sterling denominated securities the subject of the Consent and Exchange Offer
Memorandum dated 9 July 2009.
Santander has accepted all securities validly offered for exchange.
As at the expiration date, the aggregate participation rate for the Exchange Offers in respect of the
series outlined in the table below was 54% of such Existing Securities. The details of the participation
rates on the individual securities are outlined below. The aggregate principal amount of the New
Santander Tier 1 Hybrid securities to be issued are €125,700,000 and £679,400,000 and of New
Santander Lower Tier 2 Securities €449,250,000 and £712,100,000.
Settlement on the New Securities will take place on 27 July 2009.
Amount
Series Accepted for
No. Title of Existing Security ISIN Number Exchange New Security
Santander Finance Preferred, S.A. Santander Finance
1 Unipersonal Series 2 €300,000,000 CMS- Preferred, S.A.
XS0202197694 €125,620,000
Linked Non-Cumulative Perpetual Unipersonal
Guaranteed Preferred Securities €125,700,000 10.5%
PerpNC5
Santander Finance Preferred, S.A.
Fixed/Floating Rate
2 Unipersonal Series 3 €200,000,000 5.75%
XS0202774245 €34,941,000 (3m Euribor + 764
Non-Cumulative Perpetual Guaranteed
basis points) Non-
Preferred Securities
Cumulative
Banco Español de Crédito, S.A. Series 1 Perpetual
€125,000,000 CMS-Linked Non-Cumulative DE000A0DEJU3 €14,157,000 Guaranteed
3
Perpetual Preferred Securities Preferred Securities,
guaranteed on a
Banco Español de Crédito, S.A. Series 2 subordinated basis
4 €200,000,000 5.5% Non-Cumulative by Banco Santander,
Perpetual Preferred Securities DE000A0DE4Q4 €38,706,000
S.A.
ISIN: XS0441528600
Amount
Series Accepted for
No. Title of Existing Security ISIN Number Exchange New Security
Santander Finance Preferred, S.A.
5 Unipersonal £250,000,000 Series 7
XS0307728146 £241,050,000
Fixed/Floating Rate Non-Cumulative
Perpetual Guaranteed Preferred Securities Santander Finance
Preferred, S.A.
Abbey National plc £300,000,000 7.037% Unipersonal
6 Step-up Callable Perpetual Reserve Capital XS0124569566 £168,056,000 £679,400,000
Instruments 11.3% PerpNC5
Fixed/Floating Rate
Alliance & Leicester plc £300,000,000
(3m £Libor + 766
7 5.827% Step-up Callable Perpetual Preferred XS0188550114 £190,001,000
basis points) Non-
Securities
Cumulative
Alliance & Leicester plc £300,000,000 Series Perpetual
A Fixed/Floating Rate Non-Cumulative XS0254788515 £157,767,000 Guaranteed
8
Callable Preference Shares Preferred Securities,
guaranteed on a
Abbey National plc £175,000,000 6.984% subordinated basis
9 Fixed/Floating Rate Tier One Preferred XS0152838586 £147,822,000 by Banco
Income Capital Securities Santander, S.A.
10 Abbey National plc £125,000,000 85/8% Non- ISIN:
GB0000044221 £100,487,938
Cumulative Sterling Preference Shares XS0441528949
11 Abbey National plc £200,000,000 103/8%
GB0000064393 £63,913,355
Non-Cumulative Sterling Preference Shares
12 Santander Perpetual, S.A. Unipersonal Series
1 €750,000,000 4.375% Guaranteed XS0206920141 €345,164,000 Santander Issuances,
Perpetual Step-Up Subordinated Notes S.A. Unipersonal
€449,250,000 6.5%
13 Abbey National plc €400,000,000 7.125% Fixed/Floating Rate
Fixed to Floating Rate Perpetual Callable XS0117974740 €232,182,000 (3m Euribor + 414
Subordinated Notes basis points) 10NC5
14 Abbey National plc ¥15,000,000,000 5.56% Callable
XS0053134499 ¥0 Subordinated notes
Undated Subordinated Notes
due 2019, guaranteed
15 Abbey National plc ¥5,000,000,000 5.50% on a subordinated
XS0055579097 ¥0
Undated Subordinated Notes basis by Banco
Santander, S.A.
16 Abbey National plc ¥5,000,000,000
ISIN:
Fixed/Floating Rate Undated Subordinated XS0071938822 ¥0 XS0440402393
Notes
17 Abbey National plc £275,000,000 7.125%
Thirty Year Step Up Perpetual Callable XS0117973429 £190,640,000
Subordinated Notes Santander Issuances,
18 Abbey National plc £425,000,000 7.5% S.A. Unipersonal
Fifteen Year Step Up Perpetual Callable XS0117972967 £712,100,000 7.3%
£321,263,000 10NC5
Subordinated Notes
Fixed/Floating Rate
19 Abbey National plc £175,000,000 Twenty (3m £Libor + 416
Year Step Up Perpetual Callable XS0117973262 £101,954,000 basis points) Callable
Subordinated Notes Subordinated notes
due 2019, guaranteed
20 Abbey National plc £325,000,000 Ten Year
on a subordinated
Step Up Perpetual Callable Subordinated XS0117972702 £240,657,000 basis by Banco
Notes
Santander, S.A.
21 Abbey National plc £200,000,000 101/16 % ISIN:
Exchangeable Capital Securities, £66,147,000 XS0440403797
XS0060837068
exchangeable into Non-Cumulative Sterling
Preference Shares of £1 each
The complete terms and conditions of each Exchange Offer in respect of the series outlined in the
table above are set forth in the Exchange Offer Memorandum that will be sent to eligible holders of
Existing Securities at their request.
The Group is also conducting exchange offers on certain other securities denominated in Sterling and
US dollars, as per the terms of the relevant exchange offer memoranda. The exchange offers relating
to those securities continue and results will be announced following expiration of those exchange
offers.
Additional Information
Requests for information in relation to the Exchange Offers should be directed to the Dealer
Managers:
Lead Dealer Manager:
Morgan Stanley & Co. International plc.
25 Cabot Square
Canary Wharf
London E14 4QA
For information by telephone: +44 (0) 20 7677 5040,
Email: liabilitymanagementeurope@morganstanley.com
Co-Dealer Manager:
Banco Santander de Negócios Portugal S.A.
Avenida Eng. Duarte Pacheco
Torre 1– 6º
1099-024 Lisbon
Attention: André Gorjao Costa
Tax Certification and Exchange Agent
Acupay System LLC
First Floor
28 Throgmorton Street
London EC2N 2AN
For information by telephone: +44 (0) 20 7382 0340
Attention: Nina Santa Maria
Email: info@acupaysystem.com
Website: www.acupay.com/SANexchange
THIS PRESS RELEASE IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED
STATES OR ITALY AND NO OFFER IS BEING MADE TO ANY RESIDENT IN THE UNITED
STATES OR ITALY.
Offer and jurisdiction restrictions
Neither this announcement nor the Exchange Offer Memorandum constitute an offer to sell or buy or
the solicitation of an offer to sell or buy the Existing Securities and/or New Securities, as applicable,
and offers of Existing Securities for exchange pursuant to 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 an Exchange Offer 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, such Exchange Offer shall be deemed to be made by such Dealer
Manager or affiliate (as the case may be) on behalf of the Offeror in such jurisdictions.
United States
The Exchange Offers are not being made, and will not be made, directly or indirectly in or into, or by
use of the mail of, or by any means or instrumentality of interstate or foreign commerce of or of any
facilities of a national securities exchange of, the United States or to, for the account or benefit of,
U.S. persons. This includes, but is not limited to, facsimile transmission, electronic mail, telex,
telephone and the internet. Accordingly, copies of this announcement, the Exchange Offer
Memorandum and any other documents or materials relating to the Exchange Offers are not being,
and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded
(including, without limitation, by custodians, nominees or trustees) in or into the United States or to
U.S. persons and the Existing Securities cannot be offered for exchange in the Exchange Offers by
any such use, means, instruments or facilities or from within the United States or by U.S. persons.
Any purported offer of Existing Securities for exchange resulting directly or indirectly from a
violation of these restrictions will be invalid and any purported offer of Existing Securities for
exchange made by a U.S. person, a person located in the United States or any agent, fiduciary or other
intermediary acting on a non-discretionary basis for a principal giving instructions from within the
United States or for a U.S. person will be invalid and will not be accepted.
This announcement and the Exchange Offer Memorandum are not an offer of securities for sale in the
United States. Securities may not be offered or sold in the United States absent registration or an
exemption from registration. The New Securities and any guarantee thereof have not been, and they
will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction
of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United
States or to, or for the account or benefit of, U.S. persons. The purpose of this announcement and the
Exchange Offer Memorandum is limited to the Exchange Offers and this announcement and the
Exchange Offer Memorandum may not be sent or given to a person in the United States or otherwise
to any person other than in an offshore transaction in accordance with Regulation S under the
Securities Act of 1933.
Each Holder of Existing Securities participating in an Exchange Offer will represent that it is not
located in the United States and is not participating in such Exchange Offer from the United States,
that it is participating in such Exchange Offer in accordance with Regulation S under the Securities
Act and that it is not a U.S. person or it is acting on a non-discretionary basis for a principal located
outside the United States that is not giving an order to participate in such Exchange Offer from the
United States and is not a U.S. person. For the purposes of this and the above two paragraphs, United
States means United States of America, its territories and possessions, any state of the United States
of America and the District of Columbia.
Spain
Neither this announcement, the Exchange Offer Memorandum nor any other documents or materials
relating to the Exchange Offers have been submitted or will be submitted for approval or recognition
to the Spanish Securities Market Commission (Comisión Nacional del Mercado de Valores) and,
accordingly, the Exchange Offers are not being made in the Kingdom of Spain by way of a public
offering.
Italy
The Exchange Offers are not being made, directly or indirectly, in the Republic of Italy. The
Exchange Offers, this announcement and the Exchange Offer Memorandum have not been submitted
to the clearance procedures of the Commissione Nazionale per le Società e la Borsa pursuant to
Italian laws and regulations. Accordingly, Holders of Existing Securities are notified that, to the
extent such Holders are located or resident in Italy, the Exchange Offers are not available to them and
they may not offer Existing Securities for exchange pursuant to the Exchange Offers nor may the
New Securities be offered, sold or delivered in Italy and, as such, any exchange instruction received
from or on behalf of such persons shall be ineffective and void, and neither this announcement, the
Exchange Offer Memorandum 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 Italy.
United Kingdom
The communication of this announcement, the Exchange Offer Memorandum and any other
documents or materials relating to the Exchange Offers is not being made and such documents and/or
materials have not been approved by Banco Santander, S.A. or any other authorised person for the
purposes 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 those persons in the United Kingdom falling within the definition of investment
professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Financial Promotion Order")) or persons who are within Article 43 of
the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made
under the Financial Promotion Order.
Belgium
Neither this announcement, the Exchange Offer Memorandum nor any other documents or materials
relating to the Exchange Offers have been submitted to or will be submitted for approval or
recognition to the Belgian Banking, Finance and Insurance Commission (Commission bancaire,
financière et des assurances/Commissie voor het Bank-, Financie- en Assurantiewezen) and,
accordingly, the Exchange Offers may not be made in Belgium by way of a public offering, as
defined in Article 3 of the Belgian Law of 1 April 2007 on public takeover bids or as defined in
Article 3 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the
admission to trading of placement instruments on regulated markets (together, the "Belgian Public
Offer Law"), each as amended or replaced from time to time. Accordingly, the Exchange Offers
may not be advertised and the Exchange Offers will not be extended, and neither this announcement,
the Exchange Offer Memorandum nor any other documents or materials relating to the Exchange
Offers (including any memorandum, information circular, brochure or any similar documents) has
been or shall be distributed or made available, directly or indirectly, to any person in Belgium other
than “qualified investors” in the sense of Article 10 of the Belgian Public Offer Law (as amended
from time to time), acting on their own account. Insofar as Belgium is concerned, this announcement
and the Exchange Offer Memorandum have been issued only for the personal use of the above
qualified investors and exclusively for the purpose of the Exchange Offers. Accordingly, the
information contained in this announcement and the Exchange Offer Memorandum may not be used
for any other purpose or disclosed to any other person in Belgium.
France
The Exchange Offers are not being made, directly or indirectly, to the public in the Republic of
France. Neither this announcement, the Exchange Offer Memorandum nor any other document or
material relating to the Exchange Offers has been or shall be distributed to the public in France and
only (i) providers of investment services relating to portfolio management for the account of third
parties and/or (ii) qualified investors (Investisseurs Qualifiés) other than individuals, in each case
acting on their own account and all as defined in, and in accordance with, Articles L.411-2 and
D.411-1 to D.411-3 of the French Code Monétaire et Financier are eligible to participate in the
Exchange Offers. This announcement and the Exchange Offer Memorandum have not been and will
not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.
Japan
The New Securities have not been and will not be registered under the Financial Instruments and
Exchange Act of Japan (Act No. 25 of 1948, as amended) ("FIEA"), and accordingly, the Exchange
Offers are not being made, directly or indirectly, in Japan or to, or for the benefit of, any Resident of
Japan (as defined under Item 5, Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade
Act (Act No. 228 of 1949, as amended)) or to others for the re-offering or resale of New Securities,
directly or indirectly, in Japan to, or for the benefit of a Resident of Japan, except pursuant to an
exemption from the registration requirements and otherwise in compliance with, the FIEA and any
other applicable laws, regulations and ministerial guidelines of Japan. As a primary offering, the
New Securities may not be offered, sold, resold or otherwise transferred to, and accordingly the
Exchange Offer is not being made directly or indirectly to a person who is not: (i) a Resident of
Japan; or (ii) a Qualified Institutional Investor ("QII") as defined in Article 10 of the Cabinet
Ordinance Concerning Definitions under Article 2 of the FIEA (Ordinance No. 14 of 1993, as
amended). A person who purchased or otherwise obtained the New Securities as a QII shall not resell
or otherwise transfer the New Securities to any person except non-Residents of Japan or another QII.
Switzerland
Holders may only be invited to offer to exchange their Existing Securities for New Securities
pursuant to the Exchange Offers and the New Securities may only be offered for sale or otherwise in
or into Switzerland in compliance with all applicable laws and regulations in force in Switzerland. To
ensure compliance with the Swiss Code of Obligations and all other applicable laws and regulations
of Switzerland, only the Exchange Offer Memorandum and the documents deemed to be incorporated
by reference in this Exchange Offer Memorandum may be used in the context of any invitation to
Holders to offer to exchange their Existing Securities for New Securities pursuant to the Exchange
Offers or any offer of the New Securities for sale or otherwise in or into Switzerland.
Fuente: CNMV