TIDMBNC
RNS Number : 9050N
Banco Santander S.A.
27 September 2023
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 26 September
2023 (registration number 1978), and having obtained the appropriate
regulatory authorization, Banco Santander hereby gives notice
of the commencement of a new program to repurchase own shares
(the "Buy-Back Programme" or the "Programme") for a maximum
amount of 1,310 million euros, equivalent to c. 25 % of the
Group's underlying profit in the first half of 2023. The Buy-Back
Programme will be executed pursuant to the resolutions adopted
by the general shareholders' meeting held on 31 March 2023
and will have the following characteristics:
* Purpose of the Buy-Back Programme : to reduce the
Bank's share capital through the redemption of the
shares acquired under the Programme in the share
capital reduction approved by the 2023 Annual
Shareholders' Meeting under item 5 B of the agenda.
* Maximum investment : the Buy-Back Programme will have
a maximum monetary amount of 1,310 million euros.
* 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 4.57
euro, corresponding to the tangible book value per
share at 30 June 2023.
* 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 1,604,701,732 shares .
Assuming that the average purchase price at which
shares are acquired pursuant to the Programme were
3.60 euros, the maximum number of shares that would
be acquired would be 363,888,889 (c. 2 .25 % of the
Bank's share capital).
* Other conditions : shares will be purchased at market
price, subject to the following restrictions:
o 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.
o 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. 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.
* Indicative duration of the Buy-Back Programme : from
28 September 2023 to 25 January 2024 . 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.
* Execution of the Buy-Back Programme : the Programme
will be managed by Goldman Sachs International, who
will independently make trading decisions concerning
timing. Acquisitions under the Buy-Back Programme may
be made in the Spanish Automated Quotation System
(Mercado Continuo), as well as in Turquoise Europe,
DXE Europe and Aquis Exchange Europe.
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 daily market sessions following
the date of their execution.
The implementation of the remainder of the shareholder remuneration
policy for 2023 is subject to the appropriate corporate and
regulatory approvals.
Boadilla del Monte (Madrid), 27 September 2023
IMPORTANT INFORMATION
Non-IFRS and alternative performance measures
This document contains financial information prepared according
to International Financial Reporting Standards (IFRS) and taken
from our consolidated financial statements, as well as 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, and other non-IFRS
measures. The APMs and non-IFRS measures were calculated with
information from Grupo Santander; however, they are neither defined
or detailed in the applicable financial reporting framework nor
audited or reviewed by our auditors. We use these APMs and non-IFRS
measures when planning, monitoring and evaluating our performance.
We consider them to be useful metrics for our management and
investors to compare operating performance between periods.
Nonetheless, the APMs and non-IFRS measures are supplemental
information; their purpose is not 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 2022 Annual Report on Form 20-F filed with the
U.S. Securities and Exchange Commission (the SEC) on 1 March 2023 (
https://www.santander.com/content/dam/santander-com/en/documentos/informacion-sobre-resultados-semestrales-y-anuales-suministrada-a-la-sec/2023/sec-2022-annual-20-f-2022-en.pdf
), as well as the section "Alternative performance measures" of
this Banco Santander, S.A. (Santander) Q2 2023 Financial Report,
published on 26 July 2023 (
https://www.santander.com/en/shareholders-and-investors/financial-and-economic-information#quarterly-results
). 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 businesses included 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
Santander hereby warns that this document contains
"forward-looking statements" as per the meaning of the U.S. Private
Securities Litigation Reform Act of 1995. Such statements can be
understood through words and expressions like "expect", "project",
"anticipate", "should", "intend", "probability", "risk", "VaR",
"RoRAC", "RoRWA", "TNAV", "target", "goal", "objective",
"estimate", "future", "commitment", "commit", "focus", "pledge" and
similar expressions. They include (but are not limited to)
statements on future business development, shareholder remuneration
policy and NFI. However, risks, uncertainties and other important
factors may lead to developments and results to differ materially
from those anticipated, expected, projected or assumed in
forward-looking statements. The following important factors (and
others described elsewhere in this document and other risk factors,
uncertainties or contingencies detailed in our most recent Form
20-F and subsequent 6-Ks filed with, or furnished to, the SEC), as
well as other unknown or unpredictable factors, could affect our
future development and results and could lead to outcomes
materially different from what our forward-looking statements
anticipate, expect, project or assume: (1) general economic or
industry conditions (e.g., an economic downturn; higher volatility
in the capital markets; inflation; deflation; changes in
demographics, consumer spending, investment or saving habits; and
the effects of the war in Ukraine or the COVID-19 pandemic in the
global economy) in areas where we have significant operations or
investments; (2) climate-related conditions, regulations, policies,
targets and weather events; (3) exposure to various market risks
(e.g., risks from interest rates, foreign exchange rates, equity
prices and new benchmark indices); (4) potential losses from early
loan repayment, collateral depreciation or counterparty risk; (5)
political instability in Spain, the UK, other European countries,
Latin America and the US; (6) legislative, regulatory or tax
changes (including regulatory capital and liquidity requirements),
especially in view of the UK's exit from the European Union and
increased regulation prompted by financial crises; (7) acquisition
integration challenges arising from deviating management's
resources and attention from other strategic opportunities and
operational matters; (8) our own decisions and actions including
those affecting or changing our practices, operations, priorities,
strategies, policies or procedures; (9) uncertainty over the scope
of actions that may be required by us, governments and others to
achieve goals relating to climate, environmental and social
matters, as well as the evolving nature of underlying science and
industry and
governmental standards and regulations; and (10) changes
affecting our access to liquidity and funding on acceptable terms,
especially due to credit spread shifts or credit rating downgrades
for the entire group or core subsidiaries.
Forward looking statements are based on current expectations and
future estimates about Santander's and third-parties' operations
and businesses and address matters that are uncertain to varying
degrees, including, but not limited to developing standards that
may change in the future; plans, projections, expectations,
targets, objectives, strategies and goals relating to
environmental, social, safety and governance performance, including
expectations regarding future execution of Santander's and
third-parties' energy and climate strategies, and the underlying
assumptions and estimated impacts on Santander's and third-parties'
businesses related thereto; Santander's and third-parties'
approach, plans and expectations in relation to carbon use and
targeted reductions of emissions; changes in operations or
investments under existing or future environmental laws and
regulations; and changes in government regulations, regulatory
requirements and internal policies, including those related to
climate-related initiatives.
Forward-looking statements are aspirational, should be regarded
as indicative, preliminary and for illustrative purposes only,
speak only as of the date of this document, are informed by the
knowledge, information and views available on such date and are
subject to change without notice. Santander is not required to
update or revise any forward-looking statements, regardless of new
information, future events or otherwise, except as required by
applicable law.
Not a securities offer
This document and the information it contains does not
constitute an offer to sell nor the solicitation of an offer to buy
any securities.
Past performance does not indicate future outcomes
Statements about historical performance or growth rates must not
be construed as suggesting that future performance, share price or
results (including earnings per share) will necessarily be the same
or higher than in a previous period. Nothing in this document
should be taken as a profit and loss forecast.
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END
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