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 October, 2021
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
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1
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Report of Inside Information dated October 6, 2021
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Item 1
Banco Santander,
S.A. (“Banco Santander” or the “Bank”), in compliance with the Securities Market legislation,
hereby communicates the following:
INSIDE INFORMATION
Further to the inside
information communicated on 28 September 2021 (registration number 1076), and having obtained the appropriate regulatory authorization,
Banco Santander hereby gives notice of the commencement of a program to repurchase own shares (the “Buy-Back Programme”
or the “Programme”) for a maximum amount of 841 million euros.
The Buy-Back Programme
will be executed pursuant to the resolutions adopted by the general shareholders’ meeting held on 3 April 2020 and in accordance
with the provisions of Article 5 of Regulation (EU) No. 596/2014 of the European Parliament and of the Council of 16 April 2014 on market
abuse (the "Market Abuse Regulation") and in Commission Delegated Regulation (EU) 2016/1052 (the "Delegated
Regulation"), and will have the following characteristics:
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Purpose
of the Buy-Back Programme: to reduce the Bank’s share capital through the redemption
of the shares acquired under the Programme in a share capital reduction that is expected
to be submitted for approval to the 2022 Annual Shareholders' Meeting.
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Maximum
investment: the Buy-Back Programme will have a maximum monetary amount of €841 million,
equivalent to 20% of the Group's ordinary profit in the first half of 2021.
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Maximum
price: Banco Santander intends to implement the Buy-Back Programme in a way that causes
the average purchase price of shares not to exceed 3.98 euro, corresponding to the tangible
book value per share at 30 June 2021.
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Maximum
number of shares: The maximum number of shares that may be acquired pursuant to the Programme
will depend on the average price at which they are acquired, but will not exceed 9.7% of
the Bank’s share capital given that the minimum purchase price authorized by the general
shareholders’ meeting is 0.5 euro (corresponding to the face value per share). Assuming
that the average purchase price at which shares are acquired pursuant to the Programme were
3.2580 euros (corresponding to the closing price of the Bank’s share in the Spanish
Stock Exchanges of 5 October 2021), the maximum number of shares that would be acquired would
be 258,133,824 (1.49% of the Bank’s share capital).
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Other
conditions: shares will be purchased at market price, subject to the following restrictions:
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The
Bank may not purchase shares at a price higher than the greater of the following two: (a)
the price of the last independent trade, or (b) the highest current independent purchase
bid on the trading venue where the purchase is carried out. In no event will the price be
higher than a 3% excess of the last listing price for trading operations in which the Bank
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does
not act for its own account on the Spain’s Automated Quotation System (Mercado Continuo).
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The
Bank may not purchase on any trading day more than 25% of the average daily volume of the
Bank’s shares on the trading venue on which the purchase is carried out. For the purposes
of the above computation, the average daily volume will be based on the average daily volume
traded in the twenty (20) business days preceding the date of each purchase.
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Indicative
duration of the Buy-Back Programme: from 6 October 2021 to 17 December 2021. However,
the Bank reserves the right to terminate the Buy-Back Programme if, prior to its expiry date,
the maximum monetary amount is reached or if any other circumstances so advise.
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Execution
of the Buy-Back Programme: the Programme will be managed by Morgan Stanley Europe SE,
who will independently make trading decisions concerning timing. Acquisitions under the Buy-Back
Programme will be made only in trading venues located in Spain.
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The interruption,
termination or modification of the Buy-Back Programme will be duly communicated to the Spanish National Securities Market Commission
(Comisión Nacional del Mercado de Valores). Transactions under the Buy-Back Programme will be publicly disclosed within
7 days of their execution.
Boadilla del Monte
(Madrid), 6 October 2021
IMPORTANT INFORMATION
Non-IFRS and alternative performance
measures
This document contains,
in addition to the financial information prepared in accordance with International Financial Reporting Standards (“IFRS”)
and derived from our financial statements, alternative performance measures (“APMs”) as defined in the Guidelines on Alternative
Performance Measures issued by the European Securities and Markets Authority (ESMA) on 5 October 2015 (ESMA/2015/1415en) and other non-IFRS
measures (“Non-IFRS Measures”). These financial measures that qualify as APMs and non-IFRS measures have been calculated
with information from Santander Group; however those financial measures are not defined or detailed in the applicable financial reporting
framework nor have been audited or reviewed by our auditors. We use these APMs and non-IFRS measures when planning, monitoring and evaluating
our performance. We consider these APMs and non-IFRS measures to be useful metrics for our management and investors to compare operating
performance between accounting periods, as these measures exclude items outside the ordinary course performance of our business, which
are grouped in the “management adjustment” line and are further detailed in Section 3.2. of the Economic and Financial Review
in our Directors’ Report included in our Annual Report on Form 20-F for the year ended 31 December 2020. Nonetheless, these APMs
and non-IFRS measures should be considered supplemental information to, and are not meant to substitute IFRS measures. Furthermore, companies
in our industry and others may calculate or use APMs and non-IFRS measures differently, thus making them less useful for comparison purposes.
For further details on APMs and Non- IFRS Measures, including their definition or a reconciliation between any applicable management
indicators and the financial data presented in the consolidated financial statements prepared under IFRS, please see the 2020 Annual
Report on Form 20-F filed with the U.S. Securities and Exchange Commission on 26 February 2021, as well as the section “Alternative
performance measures” of the annex to the Banco Santander Q2 2021 Financial Report, published as Inside Information on 28 July
2021. These documents are available on Santander’s website (www.santander.com). Underlying measures, which are included in this
document, are non-IFRS measures.
The businesses included
in each of our geographic segments and the accounting principles under which their results are presented here may differ from the included
businesses and local applicable accounting principles of our public subsidiaries in such geographies. Accordingly, the results of operations
and trends shown for our geographic segments may differ materially from those of such subsidiaries
Forward-looking statements
Banco Santander advises
that this document contains “forward-looking statements” as per the meaning of the U.S. Private Securities Litigation Reform
Act of 1995. These statements may be identified by words like “expect”, “project”, “anticipate”,
“should”, “intend”, “probability”, “risk”, “VaR”, “RoRAC”, “RoRWA”,
“TNAV”, “target”, “goal”, “objective”, “estimate”, “future” and
similar expressions. Found throughout this document, they include (but are not limited to) statements on our future business development,
economic performance and shareholder remuneration policy. However, a number of risks, uncertainties and other important factors may cause
actual developments and results to differ materially from our expectations. The following important factors, among others, could affect
our future results and could cause materially different outcomes from those anticipated in forward-looking statements: (1) general economic
or industry conditions of areas where we have significant operations or investments (such as a worse economic environment; higher volatility
in the capital markets; inflation or deflation; changes in demographics, consumer spending, investment or saving habits; and the effects
of the COVID-19 pandemic in the global economy); (2) exposure to various market risks (particularly interest rate risk, foreign exchange
rate risk, equity price risk and risks associated with the replacement of benchmark indices); (3) potential losses from early repayments
on our loan and investment portfolio, declines in value of collateral securing our loan portfolio, and counterparty risk; (4) political
stability in Spain, the United Kingdom, other European countries, Latin America and the US; (5) changes in legislation, regulations or
taxes, including regulatory capital and liquidity requirements, especially in view of the UK exit from the European Union and increased
regulation in response to financial crisis; (6) our ability to integrate successfully our acquisitions and related challenges that result
from the inherent diversion of management’s focus and resources from
other strategic opportunities
and operational matters; and (7) changes in our access to liquidity and funding on acceptable terms, in particular if resulting from
credit spreads shifts or downgrade in credit ratings for the entire group or significant subsidiaries.
Numerous factors
could affect our future results and could cause those results deviating from those anticipated in the forward-looking statements. Other
unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements.
Forward-looking statements
speak only as of the date of this document and are informed by the knowledge, information and views available on such date. Santander
is not required to update or revise any forward-looking statements, regardless of new information, future events or otherwise.
No offer
The information contained
in this document is subject to, and must be read in conjunction with, all other publicly available information, including, where relevant
any fuller disclosure document published by Santander. Any person at any time acquiring securities must do so only on the basis of such
person’s own judgment as to the merits or the suitability of the securities for its purpose and only on such information as is
contained in such public information having taken all such professional or other advice as it considers necessary or appropriate in the
circumstances and not in reliance on the information contained in this document. No investment activity should be undertaken on the basis
of the information contained in this document. In making this document available Santander gives no advice and makes no recommendation
to buy, sell or otherwise deal in shares in Santander or in any other securities or investments whatsoever.
Neither this document
nor any of the information contained therein constitutes an offer to sell or the solicitation of an offer to buy any securities. No offering
of securities shall be made in the United States except pursuant to registration under the U.S. Securities Act of 1933, as amended, or
an exemption therefrom. Nothing contained in this document is intended to constitute an invitation or inducement to engage in investment
activity for the purposes of the prohibition on financial promotion in the U.K. Financial Services and Markets Act 2000.
Historical performance is not indicative
of future results
Statements about
historical performance or accretion must not be construed to indicate that future performance, share price or future earnings (including
earnings per share) in any future period will necessarily match or exceed those of any prior period. Nothing in this document should
be taken as a profit forecast.
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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October 6, 2021
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By:
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/s/ Pedro de Mingo Kaminouchi
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Name:
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Pedro de Mingo Kaminouchi
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Title:
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Head of Regulatory Compliance
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