ANL Abbey Nat.

RNS Number:2052F
Abbey National PLC
12 November 2004



Recommended Acquisition of Abbey National plc ("Abbey") by Banco Santander
Central Hispano, S.A. ("Santander") - Scheme Implemented


Abbey and Santander are pleased to announce that the Scheme has now been
implemented and Abbey is now a subsidiary of Santander.


Under the Scheme, Abbey Shareholders are entitled to 1 New Banco Santander Share
as well as a special cash dividend of 25 pence plus 6 pence for dividend
differential, totalling 31 pence, for each Abbey Share held at the Scheme Record
Time.


Commenting on the acquisition, Santander's Chairman, Emilio Botin, said:


"The acquisition of Abbey places us among the 10 leading banks in the world by
market capitalisation. We are increasing not just our size but also our
diversification in terms of both countries and currencies. We have achieved an
excellent position as the largest bank in Spain and the Eurozone and the leading
financial group in Latin America. We are now in the premier league of
international banking. This acquisition is proof of the strength of our share,
the currency of exchange for the largest cross-border acquisition in European
banking to date. The purchase of Abbey will create value for Grupo Santander
shareholders and at the same time benefit our customers and employees." 


Abbey's Chairman, Lord Burns, said:


"This is a momentous day in Abbey's 155-year history. Abbey has always changed
with the times, and has a track record of breaking new ground. Santander will
build on this heritage, and provide the support and know-how to accelerate our
plans and ambitions in the UK. Under Santander's ownership, Abbey will emerge as
a stronger, more competitive force on the high street. The combination of the 
two banks will deliver substantial benefits for shareholders, customers and
employees."


The New Banco Santander Shares are expected to be issued later today. Settlement
of New Banco Santander Shares through Iberclear is expected to occur on 15
November 2004, with dealings in New Banco Santander Shares on the market of
Bolsas de Valores and of New Banco Santander ADSs on the NYSE expected to
commence on 16 November 2004. Abbey's special cash dividend is expected to be
paid on 14 December 2004.


Capitalised terms in this announcement have the same meaning as in the Scheme
document sent to Abbey Shareholders on 17 September 2004.

Enquiries
 
Santander

Santander- International Media

Keith Grant                                       + 34 91 289 5206
Peter Greiff                                      + 34 91 289 5207

 
Santander - Investors and analysts
Ana Wang                                          + 34 91 259 6516
                                                  + 34 91 259 6520

Maitland
 
Angus Maitland                                    + 44 207 379 5151 
Martin Leeburn                                    + 44 207 379 5151

 
Brunswick

Rurik Ingram                                      + 44 207 404 5959


Goldman Sachs International

Mike Esposito                                     + 44 207 774 1000 
Guillermo Garcia                                  + 44 207 774 1000

 
JP Morgan

Terry Eccles                                      + 44 207 325 4169
Piers Davison                                     + 44 207 325 4169
 

Merrill Lynch 
 
Andrea Orcel                                      + 44 207 628 1000
Michael Findlay                                   + 44 207 628 1000
 
 
 
Abbey

Abbey Communications
Thomas Coops                                      + 44 207 756 5536

 
Abbey - Investors and Analysts

Jonathan Burgess                                  + 44 207 756 4182

 
Abbey - Media Relations

Christina Mills                                   + 44 207 756 4212
Matthew Young                                     + 44 207 756 4232


Brunswick 

Susan Gilchrist                                   + 44 20 7396 5301


Morgan Stanley                                       

Simon Robey                                       + 44 207 425 5555
Caroline Silver                                   + 44 207 425 5555
William Chalmers                                  + 44 207 425 5555
 

 
Joint Brokers to Abbey

Lehman Brothers                               UBS Investment Bank
Stephen Pull         +44 207 102 1000         Tim Waddell      + 44 207 567 8000
Charles King         +44 207 102 1000        Christopher Smith + 44 207 567 8000


The availability of the Acquisition to persons who are not resident in the
United Kingdom may be affected by the laws of the relevant jurisdictions in
which they are located. Persons who are not resident in the United Kingdom
should inform themselves of, and observe, any applicable requirements.


This announcement contains forward-looking statements within the meaning of the
US Private Securities Litigation Reform Act of 1995. Forward looking statements
may be identified by words such as "expects", "anticipates", "intends", "plans",
"believes", "seeks", "estimates", "will" or words of similar meaning and
include, but are not limited to, statements about the expected future business
and financial performance of Santander resulting from and following the
implementation of the Scheme. These statements are based on management's current
expectations and are inherently subject to uncertainties and changes in
circumstance. Among the factors that could cause actual results to differ
materially from those described in the forward looking statements are factors
relating to Santander's ability to successfully combine the businesses of
Santander and Abbey and to realise expected synergies from the Acquisition, and
changes in global, political, economic, business, competitive, market and
regulatory forces. Neither Santander nor Abbey undertakes any obligations to
update the forward-looking statements to reflect actual results, or any change
in events, conditions, assumptions or other factors.


Goldman Sachs, which is regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for Santander as joint financial
adviser and no one else in connection with the Acquisition and will not be
responsible to anyone other than Santander for providing the protections
afforded to customers of Goldman Sachs nor for providing advice in relation to
the Acquisition, or any matter referred to herein. 


JPMorgan, which is regulated in the United Kingdom by the Financial Services
Authority, is acting exclusively for Santander as joint financial adviser and no
one else in connection with the Acquisition and will not be responsible to
anyone other than Santander for providing the protections afforded to customers
of JPMorgan nor for providing advice in relation to the Acquisition, or any
matter referred to herein.

Merrill Lynch, which is regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for Santander as joint financial
adviser and no one else in connection with the Acquisition and will not be
responsible to anyone other than Santander for providing the protections
afforded to clients of Merrill Lynch nor for providing advice in relation to the
Acquisition, or any matter referred to herein.


Morgan Stanley & Co. Limited is acting exclusively for Abbey and for no one else
in connection with the Acquisition, will not regard any other person as a client
in relation to the Acquisition and will not be responsible to anyone other than
Abbey for providing the protections afforded to clients of Morgan Stanley & Co.
Limited nor for providing advice in relation to the Acquisition, or any matter
referred to herein.


Lehman Brothers is acting exclusively for Abbey and for no one else in
connection with the Acquisition, will not regard any other person as a client in
relation to the Acquisition and will not be responsible to anyone other than
Abbey for providing the protections afforded to clients of Lehman Brothers nor
for providing advice in relation to the Acquisition, or any matter referred to
herein.


UBS Investment Bank is acting exclusively for Abbey and for no one else in
connection with the Acquisition, will not regard any other person as a client in
relation to the Acquisition and will not be responsible to anyone other than
Abbey for providing the protections afforded to clients of UBS Investment Bank
nor for providing advice in relation to the Acquisition, or any matter referred
to herein.


This announcement does not constitute an offer for sale of any securities or an
offer or an invitation to purchase any securities in any jurisdiction. The New
Banco Santander Shares will only be distributed to Abbey Shareholders and the
New Banco Santander Shares will not be offered in the course of a public
offering or equivalent marketing in Austria within the meaning of the Austrian
Capital Markets Act 1991 (Kapitalmarktgesetz 1991). The New Banco Santander
Shares to be issued to Abbey Shareholders under the Scheme have not been, and
will not be, registered under the Securities Act or under the securities laws of
any state, district or other jurisdiction of the United States, Australia,
Japan, Malaysia, Italy or any other jurisdiction and no regulatory clearances in
respect of the registration of New Banco Santander Shares have been, or will be,
applied for in any jurisdiction (other than as set out in the following
paragraph). In the United States, the New Banco Santander Shares will be issued
in reliance upon the exemption from the registration requirements of the U.S.
Securities Act of 1933, as amended, provided by Section 3(a)(10) thereof. Under
applicable US securities laws, Abbey Shareholders and holders of Abbey ADSs who
are affiliates of Abbey prior to, or will be affiliates of Santander after, the
Effective Date will be subject to certain US transfer restrictions relating to
the New Banco Santander Shares and the New Banco Santander ADSs received in
connection with the Scheme.


The provincial securities laws in all provinces of Canada, other than Quebec,
require the first trade in the New Banco Santander Shares to be made through an
exchange or a market outside of Canada or to a person or company outside of
Canada or otherwise on a prospectus exempt basis under such laws. In addition,
when selling the shares, holders resident in a province of Canada other than
Quebec must use a dealer appropriately registered in such province or rely on an
exemption from the registration requirements of such province. Santander has
applied for a ruling of the Financial Markets Authority in the Province of
Quebec to exempt the first trade or resale of New Banco Santander shares issued
to Abbey Shareholders resident in the Province of Quebec from the prospectus and
registration requirements of Quebec securities legislation,


This is not an advertisement in the course of investment business.





                      This information is provided by RNS
            The company news service from the London Stock Exchange


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