Report of Foreign Issuer (6-k)
March 12 2018 - 3:30PM
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 March, 2018
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:
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):
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):
Banco
Santander, S.A.
TABLE OF
CONTENTS
Item
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1
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Material Fact dated March 12, 2018
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Item 1
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
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:
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March 12, 2018
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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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