Banco Santander S.A. Acquisition of Banco Popular Español, S.A. (3788H)
June 07 2017 - 2:02AM
UK Regulatory
TIDMBNC
RNS Number : 3788H
Banco Santander S.A.
07 June 2017
MATERIAL FACT
Banco Santander, S.A. ("Banco Santander") informs of the
acquisition of 100% of the share capital of Banco Popular Español,
S.A. ("Banco Popular") as a result of a competitive sale process
organised in the framework of a resolution scheme adopted by the
Single Resolution Board and executed by the FROB, in accordance
with Regulation (EU) 806/2014 of the European Parliament and of the
Council of 15 July 2014, the Directive 2014/59/EU of the European
Parliament and of the Council of 15 May 2014, and Law 11/2015, of
18 June, for the recovery and resolution of credit institutions and
investment firms.
As part of the execution of the resolution scheme, (i) all the
shares of Banco Popular outstanding at the closing of market
yesterday and all the shares resulting from the conversion of the
regulatory capital instruments Additional Tier 1 issued by Banco
Popular have been totally cancelled and (ii) all the regulatory
capital instruments Tier 2 issued by Banco Popular have been
converted into newly issued shares of Banco Popular, all of which
have been acquired for a price of one euro (EUR1).
Moreover, as part of the transaction, Banco Santander has the
intention to carry out a share capital increase of approximately
EUR 7,000 million which will cover the capital and the provisions
required to reinforce the balance sheet of Banco Popular. The
current shareholders of Banco Santander will have preferential
subscription rights in the share capital increase. Banco Santander
holds underwriting commitments for the total of such amount.
After these transactions, it is expected that the impact on the
CET1 capital of the Banco Santander Group will be neutral.
Boadilla del Monte (Madrid), 7 June 2017
IMPORTANT INFORMATION
This announcement is not a prospectus but an advertisement and
investors should not subscribe for any new shares of Banco
Santander, S.A. ("Banco Santander" or the "Bank") or purchase any
pre-emptive subscription rights for new shares of the Bank referred
to in this announcement except on the basis of the information
contained in the prospectus of the rights issue to be registered by
Banco Santander with the Comisión Nacional del Mercado de Valores
("CNMV"). Once registered with the CNMV, the prospectus shall be
publicly available at the Bank's registered address and, in
electronic format, in the web pages of the Bank (www.santander.com)
and the CNMV (www.cnmv.es). The Bank expects to request the CNMV to
passport the prospectus of the rights issue, once approved and
registered, for the purposes of it being effective in the United
Kingdom, Italy, Portugal and Poland.
This announcement does not constitute an offer to sell, or a
solicitation of an offer to subscribe for, the pre-emptive
subscription rights or the new shares being issued in connection
with the share capital increase, in any jurisdiction in which such
offer or solicitation is unlawful or, as the case may be, until the
applicable requirements for those purposes have been met. The
distribution of this announcement and/or the prospectus and/or the
transfer of pre-emptive subscription rights and/or new shares into
jurisdictions other than Spain, the United Kingdom, Italy, Portugal
and Poland may be restricted by law. Persons into whose possession
this announcement comes should inform themselves about and observe
any such restrictions. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
any such jurisdiction.
The securities referred to herein may not be and will not be
offered or sold in the United States unless in a transaction
registered under the U.S. Securities Act of 1933 (the "Securities
Act") or in a transaction exempt from, or not subject to, the
registration requirements of the Securities Act. If any public
offering of securities is made in the United States it will be made
by means of a prospectus that may at the time of any such offering
be obtained from Banco Santander and that will contain or
incorporate by reference detailed information about Banco Santander
and its management, as well as financial statements.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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