RNS Number:9887C
Banco Santander Central Hispano SA
15 September 2004
FORM 8.1/8.3
Lodge with a RIS or Newstrack, if appropriate, and the Takeover Panel. Use
separate form for each class of securities in which dealings have been made.
Date of disclosure September 15, 2004
DISCLOSURE UNDER RULES 8.1(a), 8.1(b)(i) AND 8.3
OF THE CITY CODE ON TAKEOVERS AND MERGERS
Date of dealing
September 14, 2004
Dealing in
Banco Santander Central Hispano, S.A.
(1) Class of securities (eg ordinary shares)
Ordinary shares (dealings by Pereda Gestion, S.A.)
(2) Amount bought Amount sold Price per unit (Eur)
100,000 8.22
215,000 8.23
210,000 8.24
494,700 8.25
631,300 8.23
254,400 8.24
124,000 8.25
10,000 8.26
Pereda Gestion SA, which is the market-making entity within the Banco Santander
Group, has conducted these trades in compliance with the terms of Banco
Santander's share repurchase programme, details of which were set out in its
announcement made on 26 July 2004 in connection with the proposed acquisition of
Abbey National plc.
Ordinary shares (dealings by the rest of the Santander Group excluding Pereda
Gestion, S.A.)
(2) Amount bought Amount sold Price per unit (Eur)
10,012 8.23
4,000 8.25
31,200 8.75
3,582 8.19
12 8.22
33,122 8.23
13,122 8.25
17 Sept 04 Futures (1 contract = 100 ordinary shares)
(2) Amount bought Amount sold Price per unit (Eur)
5,567 8.22
5,567 8.22
500 8.23
50 8.23
17 Dec 04 Futures (1 contract = 100 ordinary shares)
(2) Amount bought Amount sold Price per unit (Eur)
5,567 8.18
500 8.19
50 8.19
5,567 8.18
17 Dec 04 Call Warrants @ Eur 7 (ratio: 1 warrant / 1 ordinary share)
(A description of this and other options and derivatives contracts can be found
below)
Amount bought Amount sold Price per unit (Eur)
1,000 1.33
18 mar 05 Call Warrants @ Eur 8.00 (ratio: 1 warrant / 1 ordinary share)
Amount bought Amount sold Price per unit (Eur)
325 0.77
650 0.77
6,000 0.78
(3) Resultant total of the same class owned or controlled
(and percentage of class)
Ordinary Shares
Net position: long : 94,388,655 (2.0052%)
Long position: 94,388,655
Short position:
17 Sept 04 Futures Contracts
Net position: short 44,055
Long position: 0
Short position: 44,055
17 Dec 04 Futures Contracts
Net position: short 6,958
Long position:
Short position: 6,958
17 Jun 04 Futures Contracts
Net position: long 117,144
Long position: 117,144
Short position: 0
Options
Total Balance
Option
17 Sep 04 Call Option @ 8.00 (103)
17 Sep 04 Call Option @ 8.50 573
17 Sep 04 Call Option @ 8.75 (2.306)
17 Sep 04 Call Option @ 9.00 (342)
17 Sep 04 Call Option @ 9.25 (745)
17 Sep 04 Call Option @ 9.50 (100)
17 Sep 04 Call Option @ 9.75 2.400
17 Sep 04 Call Option @ 10.00 (150)
17 Sep 04 Call Option @ 10.50 (50)
17 Sep 04 Call Option @ 11.00 (25)
17 Sep 04 Put Option @ 6.00 (10)
17 Sep 04 Put Option @ 6.25 40
17 Sep 04 Put Option @ 6.50 (360)
17 Sep 04 Put Option @ 6.75 2.000
17 Sep 04 Put Option @ 7.50 950
17 Sep 04 Put Option @ 8.00 (4.075)
17 Sep 04 Put Option @ 8.25 (1.263)
17 Sep 04 Put Option @ 8.50 (333)
17 Sep 04 Put Option @ 8.75 (695)
17 Sep 04 Put Option @ 9.00 (180)
17 Dec 04 Call Option @ 7.50 3.060
17 Dec 04 Call Option @ 8.25 (1.000)
17 Dec 04 Call Option @ 8.50 (100)
17 Dec 04 Call Option @ 9.00 (68)
17 Dec 04 Call Option @ 9.25 (1.800)
17 Dec 04 Call Option @ 9.50 55
17 Dec 04 Call Option @ 9.75 5.000
17 Dec 04 Call Option @ 10.00 (5.000)
17 Dec 04 Put Option @ 7.00 (5.000)
17 Dec 04 Put Option @ 7.50 (200)
17 Dec 04 Put Option @ 7.75 (5.512)
17 Dec 04 Put Option @ 8.00 (8)
17 Dec 04 Put Option @ 8.25 474
17 Dec 04 Put Option @ 8.50 (20)
17 Dec 04 Put Option @ 8.75 1.470
17 Dec 04 Put Option @ 9.00 5.040
17 Dec 04 Put Option @ 9.25 (2.500)
17 Mar 05 Put Option @ 8.25 8
17 Mar 05 Put Option @ 8.50 825
17 Jun 05 Put Option @ 7.25 0
17 Jun 05 Put Option @ 8.00 25
17 Jun 05 Put Option @ 8.75 30
17 Jun 05 Put Option @ 9.00 224
17 Dec 05 Call Option @ 8.75 208
17 Dec 05 Put Option @ 7.75 (224)
17 Mar 05 Call Option @ 8.50 (400)
18 Dec 06 Put Option @ 7.50 0
Warrants
Strike price C/P Expiry Ratio Total
(Eur.)
7 Put 17/12/2004 1,00 500.000
8 Put 17/12/2004 1,00 500.000
9 Put 17/12/2004 1,00 494.100
6 Call 17/12/2004 1,00 570.750
7 Call 17/12/2004 1,00 921.873
8,5 Call 17/12/2004 1,00 684.573
9,5 Call 17/12/2004 1,00 67.330
10 Call 17/12/2004 1,00 469.116
5 Put 18/03/2005 1,00 2.978.600
8,5 Put 18/03/2005 1,00 499.000
9,5 Put 18/03/2005 1,00 500.000
10 Put 18/03/2005 1,00 500.000
8 Call 18/03/2005 1,00 593.384
8,5 Call 18/03/2005 1,00 2.998.000
9 Call 18/03/2005 1,00 559.239
9,5 Call 18/03/2005 1,00 2.975.500
10 Call 18/03/2005 1,00 2.959.400
10,5 Call 18/03/2005 1,00 444.650
11 Call 18/03/2005 1,00 620.569
5,5 Put 17/06/2005 1,00 3.000.000
10,5 Call 17/06/2005 1,00 3.000.000
11 Call 17/06/2005 1,00 2.997.500
12 Call 17/06/2005 1,00 3.000.000
12,5 Call 17/06/2005 1,00 3.000.000
7 Put 16/12/2005 1,00 1.500.000
8 Put 16/12/2005 1,00 1.498.330
11 Call 16/12/2005 1,00 1.480.300
12 Call 16/12/2005 1,00 1.493.937
13 Call 16/12/2005 1,00 1.500.000
Banco Santander Central Hispano, S.A. - Contract For Difference and SWAP
positions
Expiry date Opening Strike Long/ Underlying Date
Short
Price (Eur.) quantity Opened
Banco Santander Central Hispano, 22-Sep-04 9.8781 long 21,349,000 20-May-02
S.A.
Banco Santander Central Hispano, 22-Sep-04 7.7339 long 4,305,000 24-Sep-03
S.A.
IBEX-35 (of which Banco Santander 19-Apr-05 9.2923 long 7,652,946 22-Apr-04
Central Hispano, S.A. is a
constituent)
Equity futures contracts are standardised agreements, traded on exchange, either
to buy or to sell (depending on whether you have bought or sold the contract) a
particular number of shares, as detailed above at a future date, as specified
above. The price at which the shares shall be bought (or sold) at maturity by
the buyer (or the seller) of the contract is the price at which the contract was
bought (or sold). Accordingly, once a contract has been bought at a price, any
rise in the price of the underlying share represents a potential gain for the
buyer of the contract, and any decrease in the price of the underlying share
represents a potential loss for the buyer of the contract. A buyer of a contract
can hold it until maturity or sell it at an earlier moment.
Equity options contracts are agreements giving the holder the right but not the
obligation, either to buy (a CALL option) or sell (a PUT option) a particular
number of shares per contract (the ratio specified above) at a future date or
over a range of future dates, and at a specified price (the strike price given
in the contract description above).
Equity warrants are securities issued by a company giving the right to buy (a
CALL warrant) or to sell (a PUT warrant) a certain number of that company's
shares per warrant (the ratio specified above) over a range of future dates,
expiring at the date specified above, and at a specified price (the strike price
given in the contract description above after the sign "@").
(4) Party making disclosure
Banco Santander Central Hispano, S.A.
(5) EITHER (a) Name of purchaser/vendor (Note 1)
Banco Santander Central Hispano, S.A.
OR (b) If dealing for discretionary client(s), name of fund
management organisation
(6) Reason for disclosure (Note 2)
(a) associate of (i) offeror (Note 3) YES
(ii) offeree company NO
Specify which category or categories of associate (1-8 overleaf): 1
(b) Rule 8.3 (ie disclosure because of ownership or control of 1% or
more of the class of relevant securities dealt in) NO
Signed, for and on behalf of the party named in (4) above
Emiliano H. Muratore
Julio Soto Lombardero
(Also print name of signatory)
Emiliano H. Muratore
Julio Soto Lombardero
Telephone and Extension number
+(34) 912-893-270
+(34) 912-893-288
______________________________________
Note 1. Specify owner, not nominee or vehicle company. If relevant, also
identify controller of owner, eg where an owner normally acts on instructions of
a controller.
Note 2. Disclosure might be made for more than one reason; if so, state all
reasons.
Note 3. Specify which offeror if there is more than one.
Note 4. When an arrangement exists with any offeror, with the offeree company
or with an associate of any offeror or of the offeree company in relation to
relevant securities, details of such arrangement must be disclosed, as required
by Note 6 on Rule 8.
Note 5. It may be necessary, particularly when disclosing derivative
transactions, to append a sheet to this disclosure form so that all relevant
information can be given.
Note 6. In the case of an average price bargain, each underlying trade should
be disclosed.
Note 7. The resultant total percentage holding of the class of relevant security
is to be calculated by reference to the percentage held and in issue outside
treasury.
For full details of disclosure requirements, see Rule 8 of the Code. If in
doubt, contact the Panel on Takeovers and Mergers, Monitoring Section, Tel. No:
020 7638 0129. E-mail:monitoring@disclosure.org.uk
DEFINITION OF ASSOCIATE
It is not practicable to define associate in terms which would cover all the
different relationships which may exist in an offer. The term associate is
intended to cover all persons (whether or not acting in concert) who directly or
indirectly own or deal in the shares of an offeror or the offeree company in an
offer and who have (in addition to their normal interests as shareholders) an
interest or potential interest, whether commercial, financial or personal, in
the outcome of the offer.
Without prejudice to the generality of the foregoing, the term associate will
normally include the following:-
(1) an offeror's or the offeree company's parent, subsidiaries and fellow
subsidiaries, and their associated companies, and companies of which such
companies are associated companies (for this purpose ownership or control of 20%
or more of the equity share capital of a company is regarded as the test of
associated company status);
(2) banks and financial and other professional advisers (including
stockbrokers)* to an offeror, the offeree company or any company covered in (1),
including persons controlling#, controlled by or under the same control as such
banks, financial and other professional advisers;
(3) the directors (together with their close relatives and related trusts) of
an offeror, the offeree company or any company covered in (1);
(4) the pension funds of an offeror, the offeree company or any company
covered in (1);
(5) any investment company, unit trust or other person whose investments an
associate manages on a discretionary basis, in respect of the relevant
investment accounts;
(6) a person who owns or controls 5% or more of any class of relevant
securities (as defined in paragraphs (a) to (d) in Note 2 on Rule 8) issued by
an offeror or an offeree company, including a person who as a result of any
transaction owns or controls 5% or more. When two or more persons act pursuant
to an agreement or understanding (formal or informal) to acquire or control such
securities, they will be deemed to be a single person for the purpose of this
paragraph. Such securities managed on a discretionary basis by an investment
management group will, unless otherwise agreed by the Panel, also be deemed to
be those of a single person (see Note 8 on Rule 8); and
(7) a company having a material trading arrangement with an offeror or the
offeree company.
Paragraphs (1)-(7) are typical cases. Paragraph (8) below is a category to cover
associate status not within (1)-(7).
(8) Other.
Notes
* References to a "bank" do not apply to a bank whose sole relationship with
a party to an offer is the provision of normal commercial banking services or
such activities in connection with the offer as confirming that cash is
available, handling acceptances and other registration work.
References to "financial and other professional advisers (including
stockbrokers)", in relation to a party to an offer, do not include an
organisation which has stood down, because of a conflict of interest or
otherwise, from acting for that party in connection with the offer if the
organisation is to have a continuing involvement with that party during the
offer, the Panel must be consulted. Unless the Panel is satisfied that the
involvement is entirely unconnected with the offer, the above exclusion will not
normally apply.
# The normal test for whether a person is controlled by, controls or is under
the same control as another person will be by reference to the definition of
control contained in the Code. There may be other circumstances which the Panel
will regard as giving rise to such a relationship (eg where a majority of the
equity share capital is owned by another person who does not have a majority of
the voting rights); in cases of doubt, the Panel should be consulted.
This information is provided by RNS
The company news service from the London Stock Exchange
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