Santander - Tender Offer 2024 (XS) - Max Acceptance Amount

Santander announces Maximum Acceptance Amount for its tender offer of their Preferred Securities for purchase by the Offeror for cash - XS1793250041

08 MAY 2024

Full announcement including disclaimers and offer restrictions available via Euronext  

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"Further to our notice of inside information on 7 May 2024 (registered under number 2235) announcing 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") and the intention to issue a new series of contingent convertible perpetual preferred securities (the “New Preferred Securities”), Santander announces today that it has set (i) the final terms and conditions of the New Preferred Securities, which aggregate nominal amount will amount to €1,500,000,000, and (ii) the Maximum Acceptance Amount in respect of the Offer in €1,500,000,000 in aggregate nominal amount of Preferred Securities.

The remuneration of the New Preferred Securities, the payment of which is subject to certain conditions and discretionary, has been set at 7.00 per cent. on an annual basis for the first 6 years (20 May 2030), and it will be reviewed every five years thereafter by applying a margin of 443.2 basis points on the applicable 5-year Mid-Swap Rate. Once issued, the New Preferred Securities will be eligible as additional tier 1 capital of Santander. The New Preferred Securities are perpetual, but they may be called under certain circumstances and would be converted into newly issued ordinary shares of Santander if the common equity tier 1 (CET1) ratio of Santander or its consolidated group were to fall below 5.125%. As of 31 March 2024, the consolidated CET1 ratio of Santander was 12.3%."

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Santander announces that it is inviting holders of its outstanding €1,500,000,000 4.75 per cent. Non-Step-Up NonCumulative Contingent Convertible Perpetual Preferred Tier 1 Securities (ISIN: XS1793250041) (the "Preferred Securities") to tender their Preferred Securities for purchase by the Offeror for cash

07 MAY 2024

Full announcement including disclaimers and offer restrictions available via Euronext  

Santander announces that it is inviting holders of its outstanding €1,500,000,000 4.75 per cent. Non-Step-Up NonCumulative 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 (as defined below), subject to pro rata scaling, if applicable, and subject to applicable law and regulation and the offer and distribution restrictions and the satisfaction or waiver of the New Financing Condition (as defined below) and the other conditions described in the tender offer memorandum dated 7 May 2024 (the "Tender Offer Memorandum") (the "Offer").

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"Rationale for the Offer

The rationale for the Offer is to efficiently manage the Offeror’s Tier 1 capital position and optimise the liquidity and debt maturity profile of the Offeror. Preferred Securities purchased by the Offeror pursuant to the Offer will be cancelled and will not be re-issued or re-sold. Preferred Securities which have not been validly submitted and accepted for purchase pursuant to the Offer will remain outstanding."

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