Report of Foreign Issuer (6-k)
June 21 2016 - 3:25PM
Edgar (US Regulatory)
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of June, 2016
Commission File Number: 001-12518
Banco
Santander, S.A.
(Exact name of registrant as specified in its charter)
Ciudad Grupo Santander
28660 Boadilla del Monte (Madrid) Spain
(Address of principal executive office)
Indicate by check mark whether
the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F
x
Form 40-F
¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes
¨
No
x
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7):
Yes
¨
No
x
Banco Santander, S.A.
TABLE OF CONTENTS
Item 1
MATERIAL FACT
Banco Santander (
Santander
) hereby announces that it has reached an agreement with MERLIN Properties, SOCIMI, S.A.
(
MERLIN
), together with the other majority shareholders of METROVACESA, S.A. (
Metrovacesa
), Banco Bilbao Vizcaya Argentaria and Banco Popular, in order to create Spains largest property group in terms of
property rental assets and largest company in terms of residential rental assets, through the integration in MERLIN group (the
Integration
), following the total spin-off of Metrovacesa, of Metrovacesa property rental asset
business in MERLIN and Metrovacesa residential rental business in Metrovacesa current subsidiary, Testa Residencial, S.L.U. (
Testa Residencial
). The other assets of Metrovacesa not integrated in MERLIN group as a result of the
Integration, consisting of a residual group of land assets for development and subsequent lease, will be transferred to a newly created company wholly owned by the current shareholders of Metrovacesa.
As a result of the Integration, Santanders ownership interest in the share capital of MERLIN and Testa Residencial will rise to 21.95% and 46.21%,
respectively.
Execution of the Integration is subject to authorisation by the competition authorities and approval by the shareholders of MERLIN and
Metrovacesa at their respective general meetings.
The impact of the Integration transaction, once executed, on Santander Groups income statement is
marginal.
Boadilla del Monte, Madrid, 21 June 2016
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
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Banco Santander, S.A.
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Date: June 21, 2016
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By:
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/s/ José García Cantera
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Name:
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José García Cantera
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Title:
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Chief Financial Officer
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