Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
May 16 2024 - 10:34AM
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 May, 2024
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 ☒ Form
40-F ☐
Banco Santander, S.A.
TABLE OF CONTENTS
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1 |
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Report of Other Relevant Information dated May 16, 2024 |
Item 1
Banco Santander, S.A., (Santander or the Offeror) in accordance with the provisions of
the securities market legislation, communicates the following:
OTHER RELEVANT INFORMATION
Further to the communications made on 7 May 2024 (registered under numbers 2235 and 28485) regarding the invitation by Santander to holders of its
outstanding 1,500,000,000 4.75 per cent. Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1
Securities (ISIN: XS1793250041) (the Preferred Securities) to tender their Preferred Securities for purchase by the Offeror for cash in an aggregate nominal amount of up to the Maximum Acceptance Amount (the
Offer), the Offeror now announces the results of the Offer.
Capitalised terms used but not otherwise defined in this announcement
shall have the meaning given to them in the Tender Offer Memorandum.
The Expiration Time for the Offers was 5.00 p.m. (CET) on 15 May 2024.
The Offeror hereby announces that it will accept for purchase in accordance with the terms and subject to the conditions (including the New Financing
Condition) set out in the Tender Offer Memorandum and at the relevant Purchase Price, all Preferred Securities validly offered for Sale pursuant to the Offer, without pro-ration, in an aggregate nominal amount
of 1,312,400,000 (the Acceptance Amount) representing 87.49% of the outstanding nominal amount of the Preferred Securities, as set out in the table below.
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Description of Preferred Securities |
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ISIN |
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Outstanding Nominal Amount |
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First Optional Redemption Date |
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Purchase Price |
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Acceptance Amount |
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Pro-ration factor |
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1,500,000,000 4.75 per cent. Non-Step-Up Non-Cumulative Contingent Convertible Perpetual Preferred Tier 1 Securities |
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XS1793250041 |
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1,500,000,000 |
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19 March 2025 |
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100 per cent. |
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1,312,400,000 |
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N/A |
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Preferred Securities purchased by the Offeror pursuant to the Offer will be cancelled by the Offeror and will not be re-issued or re-sold. Preferred Securities which have not been validly submitted or validly submitted but not accepted for purchase pursuant to the Offer will remain
outstanding. Following the Settlement Date, there will be an outstanding nominal amount of Preferred Securities of 187,600,000
Payment of the
Tender Consideration in respect of the Preferred Securities accepted for purchase by the Offeror will occur on the Settlement Date for the Offer which is expected to be 20 May 2024.
Any requests for information in relation to the Offers should be directed to the Dealer Managers or the
Tender Agent whose contact details are listed below.
DEALER MANAGERS
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Banco Santander, S.A.
Ciudad Grupo Santander
Avenida de Cantabria s/n 28660
Madrid, Spain Attn: Liability
Management Email: liabilitymanagement@gruposantander.com |
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Santander US Capital Markets LLC
437 Madison Avenue, 10th Floor
New York, New York 10022 United
States Tel (U.S. Toll Free): +1 (855) 404-3636
Tel (collect): +1 (212) 350-0660
Attn: Liability Management Team
Email: AmericasLM@santander.us |
THE TENDER AGENT
Kroll Issuer Services Limited
The Shard 32 London Bridge
Street London SE1 9SG United
Kingdom Tel: +44 20 7704 0880
Attn: Alessandro Zorza Email:
santander@is.kroll.com Website: https://deals.is.kroll.com/santander |
Boadilla del Monte (Madrid), 16 May 2024
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY
JURISDICTION WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
DISCLAIMER
This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information
which should be read carefully before any decision is made with respect to the Offer. If any Qualifying Holder is in any doubt as to the contents of this announcement, the Tender Offer Memorandum or the action it should take, it is recommended to
seek its own financial, legal, regulatory and tax advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.
The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this
announcement and/or the Tender Offer Memorandum comes are required by each of the Offeror, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.
Notice to U.S. Investors
The proposed transaction
relates to the securities of Banco Santander, S.A., a company incorporated in Spain. Information distributed in connection with the proposed transaction is subject to Spanish disclosure requirements that are different from those of the United
States.
It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities laws in respect of the
proposed transaction, since the company is located in Spain and some or all of its officers and directors are residents of Spain. You may not be able to sue the company or its officers or directors in a Spanish court for violations of the U.S.
securities laws. Finally, it may be difficult to compel the company and its affiliates to subject themselves to a U.S. courts judgment.
You should
be aware that the company may purchase subject securities otherwise than under the proposed transaction, such as in open market or privately negotiated purchases, at any time during the pendency of the proposed transaction.
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: May 16, 2024 |
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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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