Banco Santander S.A. Preferred securities contingently convertible (4822H)
March 13 2018 - 3:00AM
UK Regulatory
TIDMBNC
RNS Number : 4822H
Banco Santander S.A.
12 March 2018
MATERIAL FACT
Banco Santander, S.A. ("Banco Santander" or the "Bank") informs
that it has carried out a placement of preferred securities
contingently convertible into newly issued ordinary shares of the
Bank, excluding pre-emptive subscription rights and for a nominal
value of EUR 1,500,000,000 (the "Issue" and the "CCPS").
The Issue has been carried out through an accelerated
bookbuilding process and has been targeted only to qualified
investors.
The CCPS are issued at par and its remuneration has been set at
4.75% on an annual basis for the first seven years. The payment of
the remuneration of the CCPS is subject to certain conditions and
to the discretion of the Bank. After that, it will be reviewed
every five years by applying a margin of 409.7 basis points on the
5-year Euro Mid-Swap Rate.
Banco Santander will request the European Central Bank to
consider the CCPS elegible as additional tier 1 capital under the
European Regulation 575/2013. The CCPS are perpetual, but they may
be called under certain circumstances and would be converted into
newly issued ordinary shares of Banco Santander if the common
equity Tier 1 (CET1) ratio of the Bank or its consolidated group,
calculated in accordance with European Regulation 575/2013, were to
fall below 5.125%. As of 31 December 2017, the CET1 ratio of the
Group (phased-in) was 12.26%.
The Bank will request the admission to trading of the CCPS on
the Global Exchange Market of the Irish Stock Exchange.
The Bank also informs that, as from today, the report of the
directors of the Bank on the basis and rules for conversion the
CCPS and the exclusion of pre-emptive subscription rights and the
report of the independent expert, both issued in accordance with
articles 414.2 and 417.2 of the Spanish Companies Act (Ley de
Sociedades de Capital), will be available on the Bank's website
(www.santander.com). The indicated reports will also be conveyed to
the shareholders at general shareholders' meeting, expected to be
held at second call, on 23 March 2018 (first general shareholders'
meeting to be held after the Issue).
Boadilla del Monte (Madrid), 12 March 2018
IMPORTANT INFORMATION
This material fact does not constitute an offer to sell, or the
solicitation of an offer to buy any securities, nor shall there be
any sale of such securities in any state of the United States or in
another jurisdiction in which such offer, solicitation or sale
would not be permitted before registration or qualification under
the securities laws of such state or jurisdiction. The securities
described above have not been registered under the U.S. Securities
Act of 1933, as amended, or any applicable securities laws of any
other jurisdiction. Unless so registered, such securities may not
be offered or sold in the United States or any other jurisdiction
except pursuant to an exemption from the registration requirements
of the U.S. Securities Act of 1933, as amended, and any applicable
securities laws of such other jurisdiction.
This material fact does not constitute an offer document or an
offer of transferable securities to the public in the United
Kingdom to which section 85 of the Financial Services and Markets
Act 2000 ("FSMA") applies and should not be considered as a
recommendation that any person should subscribe for or purchase any
of the securities described herein. These securities will not be
offered or sold to any person in the United Kingdom except in
circumstances which have not resulted and will not result in an
offer to the public in the United Kingdom in contravention of
section 85(1) of FSMA.
This material fact does not constitute an offer to the public in
Italy of financial products, as defined under article 1, paragraph
1, letter (t) of legislative decree no. 58 of 24 February 1998, as
amended (the "Financial Services Act"). The preferred securities
cannot be offered or sold in the Republic of Italy to any natural
persons nor to entities other than qualified investors (investitori
qualificati) as defined pursuant to Article 100 of the Financial
Services Act and Article 34-ter, paragraph 1, letter b) of
Regulation No. 11971 of May 14, 1999, as amended (the "Issuers
Regulations") issued by the Commissione Nazionale per le Società e
la Borsa, the Italian securities and financial markets regulator
("CONSOB") or unless in circumstances which are exempt from the
rules on public offers pursuant to Article 100 of the Financial
Services Act and the implementing CONSOB regulations, including the
Issuers Regulations. This material fact is for informational
purposes only and does not constitute and shall not, in any
circumstances, constitute a public offering or an invitation to the
public in connection with any offer within the meaning of the
Directive 2003/71/EC of the European Parliament and of the Council
of 4 November 2003 on the prospectus to be published when
securities are offered to the public or admitted to trading.
No action has been made or will be taken that would permit a
public offering of any securities described herein in any
jurisdiction in which action for that purpose is required. No
offers, sales, resales or delivery of any securities described
herein or distribution of any offering material relating to any
such securities may be made in or from any jurisdiction except in
circumstances which will result in compliance with any applicable
laws and regulations and which will not impose any obligation on
the Bank or the joint lead managers of the Issue or any of their
respective affiliates. Additionally, the CCPS will not be offered,
distributed or sold in Spain nor to Spanish residents.
This material fact is an announcement and not a prospectus and
investors should not subscribe for or purchase any securities
referred herein except on the basis of the information in the
offering circular.
Restrictions on Marketing and Sales to Retail Investors
The CCPS are not intended to be sold and should not be sold to
retail clients (as defined in Directive 2014/65/EU of the European
Parliament and of the Council of 15 May 2014 on Markets in
Financial Instruments and amending Directive 2002/92/EC and
Directive 2011/61/EU ("MiFID II"), as amended or replaced from time
to time). Prospective investors are referred to the section headed
"Restrictions on marketing and sales to retail investors" of the
Offering Circular for further information.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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