TIDMBNC
RNS Number : 1818F
Banco Santander S.A.
12 November 2020
Banco Santander, S.A. ("Banco Santander" or the "Bank") ,
pursuant to the provisions of the Spanish Securities Market Act
(Ley del Mercado de Valores), hereby announces the following:
OTHER RELEVANT INFORMATION
Banco Santander, S.A. ("Banco Santander" or the "Bank") hereby
announces that the Bank's executive committee, in its meeting held
today, has agreed to execute the capital increase against reserves
approved by the Bank's ordinary general shareholders' meeting on
October 27, 2020 under item three B of its agenda. The increase
amounts to 361,263,360 euros and is carried out by issuing and
placing into circulation 722,526,720 ordinary shares, of the same
class and series as those currently in circulation.
An informative document is enclosed for the purposes of article
1.5.(g) of Regulation (EU) 2017/1129 of the European Parliament and
of the Council of June 14, 2017.
Boadilla del Monte (Madrid), November 12, 2020
INFORMATIVE DOCUMENT
CAPITAL INCREASE CHARGED TO RESERVES
BANCO SANTANDER, S.A.
November 12 , 2020
----------------------------------------------------------------------------
THIS DOCUMENT IS PREPARED FOR THE PURPOSES OF ARTICLE 1.5.(G) OF REGULATION
(EU) 2017/1129 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL OF JUNE
14, 2017.
----------------------------------------------------------------------------
1. OBJECT
The ordinary general shareholders' meeting of Banco Santander,
S.A. ("Banco Santander", "Santander" or the "Bank") held on October
27, 2020 resolved, under item Third B of its agenda, to increase
the share capital of Banco Santander, with full charge to reserves,
in an amount to be determined in accordance with the terms and
conditions set out in the resolution (the "Increase"), delegating
the execution of the Increase to the board of directors, with
authority to delegate in turn to the executive committee, pursuant
to article 297.1.a) of the consolidated Spanish Capital
Corporations Law, as passed by means of Royal Legislative Decree
1/2010, of 2 July ("Spanish Capital Corporations Law").
The executive committee of the Bank, on November 12, 2020, has
resolved to execute the Increase in accordance with the terms and
conditions set out by the ordinary general shareholders' meeting,
and has fixed the overall market value of the Increase ("Valor de
Mercado de las Acciones") in 1,700 million Euro, pursuant to that
resolution of the general shareholders' meeting.
In accordance with article 1.5.(g) of Regulation (EU) 2017/1129
of the European Parliament and of the Council of June 14, 2017, the
preparation and publication of a prospectus related to the
admission to trading of the shares issued as a consequence of the
execution of the Increase will not be necessary "provided that a
document is made available containing information on the number and
nature of the shares and the reasons for and details of the offer".
This informative document provides such information. This document
is available at the Bank's website ( www.santander.com ) and at the
CNMV's website ( www.cnmv.es ).
2. PURPOSE OF THE INCREASE
The purpose of the Increase is to allow the implementation of
the remuneration of 0.10 euros per share in the form of newly
issued shares that was announced on July 29, 2020.
On March 27, 2020, the European Central Bank ("ECB") issued a
recommendation urging all European credit institutions under its
supervision to refrain, at least until October 1, 2020, from
distributing dividends with a charge to the results of the 2019 and
2020 financial years or from making irrevocable commitments to
distribute them, in order to preserve capital (the "Recommendation
I").
Taking into consideration Recommendation I and in line with the
Bank's mission to help individuals and companies progress, on April
2, 2020, the board of directors decided to cancel the payment of
the 2019 supplementary dividend and the 2020 dividend policy,
agreeing, among other issues, to remove from the agenda of the next
day's ordinary general meeting the proposal for the application of
results and the agreement to increase capital from reserves that
was to serve to implement the Santander Dividendo Elección program
in addition to the remuneration from those results. Thus, the
decision on the application of the results obtained by the Bank in
2019 was postponed. The Bank informed the CNMV of all the above by
means of the corresponding communication of privileged information
on April 2, 2020 and at the general shareholders' meeting held on
April 3, 2020.
Subsequently, on July 27, 2020, the ECB issued a second
recommendation addressed to all European credit institutions under
its supervision, extending the effects of Recommendation I and
urging them to refrain, until January 1, 2021, from distributing
dividends from the results of the 2019 and 2020 financial years or
from making irrevocable commitments to distribute them (the
"Recommendation II").
In this context, on 29 July 2020 the board of directors stated
its intention to remunerate shareholders through the delivery of
newly issued shares, in an amount equivalent to 0.10 euros per
share. The purpose of the Increase is to issue the shares needed to
meet this remuneration.
It has not been proposed to implement such remuneration through
the application of the Programa Santander Dividendo Elección since
the provision for the non-dividend distribution contained in
Recommendation II must also be understood to refer to the making of
any type of cash payment that affects ordinary level 1 capital and
reduces equity in quantity or quality. Under the Programa Santander
Dividendo de Elección, the assumption by the Bank of a commitment
to purchase the bonus share rights would be a violation of said
Recommendation II, since it would constitute a cash payment that
would reduce equity.
Under the Increase, shareholders of Santander will receive a
bonus share right for every Santander share held. These rights will
be listed on and may be traded on the Spanish Stock Exchanges
during a 15 calendar day period. Following the end of this period,
the rights will be automatically converted into new Santander
shares. Each shareholder may opt for one of the following
alternatives [1] :
(i) Receive new Santander shares. In this case, the shareholder
will receive free of charge the number of shares corresponding to
the number of rights held. The delivery of shares will not be
subject to Spanish withholding tax or taxation for shareholders who
are taxpayers of Personal Income Tax ("IRPF"), or Non-Resident
Income Tax ("IRNR") who do not operate through a permanent
establishment in Spain. Notwithstanding the above, this option
could have an impact on the personal taxation of shareholders who
are taxpayers of Spanish corporate income tax ("IS"), or IRNR who
operate through a permanent establishment in Spain (regarding
delivery of bonus share rights or their conversion into new
Santander shares).
(ii) Receive a cash payment through selling rights on market.
Given that the rights will be listed, the shareholders may sell
them on market at any time during the trading period described in
section 3.4 below at the prevailing market price, which may be
higher or lower than 0.10 euros. The proceeds for the on market
sale are currently subject to a 19% Spanish withholding tax
deduction on account of IRPF for Banco Santander shareholders who
are subject to this tax, without prejudice to the personal taxation
corresponding to those shareholders. If the shareholder is a
taxpayer of IS or IRNR (regardless of whether or not they operate
through a permanent establishment in Spain), no withholding on
account of these taxes would apply, notwithstanding the personal
taxation corresponding to these shareholders.
Additionally, shareholders will be able to combine the above
mentioned alternatives in view of their specific needs.
Shareholders who do not make an election will receive new fully
paid shares. The permanent instructions that have been given in the
past to receive all Santander Dividendo Elección programs in cash
will not be applicable to the Increase. Therefore, even if the
shareholder has given this type of instruction in the past, if he
wants to sell his rights he must contact the financial institution
where he has his shares deposited in order to declare it.
3. DETAILS OF THE OFFER
3.1. N umber of rights needed and number of shares to be issued
Pursuant to the formulae set forth in section 2 of the general
shareholders' meeting resolution, the executive committee has set
the following details of the Increase:
(i) The number of bonus share rights needed to receive a new
share is 23. The shareholders of Banco Santander who have acquired
their Santander shares no later than at 23:59 h. on the day of
publication of the announcement of the Increase in the Official
Bulletin of the Commercial Registry (" BORME " ) (envisaged for 13
November 2020) and who appear as shareholders in the registries of
Iberclear as at 23.59 h. on 17 November 2020, will be allotted a
bonus share right for each share of Santander held. Therefore, the
aforementioned shareholders will have the right to receive a new
share for each 23 old shares held on the mentioned date.
Such number of rights has been calculated as follows,
considering that the number of outstanding shares of the Bank
("NTAcc") is 16,618,114,582, that the overall market value of the
Increase ("Valor de Mercado de las Acciones") is 1,700,000,000
Euros, as indicated above, and that the price of the Santander
share at the closing of the market on November 11, 2020 ("PreCot"),
rounded to the nearest one-thousandth of a euro, is 2.349
Euros:
Num. rights = NTAcc / (Valor de Mercado de las Acciones /
PreCot) = 16,618,114,582 / (1,700,000,000 / 2.349) = 22.96232 = 23
rights (rounded up to the nearest whole number).
(ii) The number of shares to be issued in the Increase is
722,526,720. This number results from the following formula:
NAN = NTAcc / Num. rights = 16,618,114,582 / 23 = 722,526,720
new shares (rounded down).
In order to ensure that the number of rights required to receive
a new share and the number of shares to be issued were integers,
this number has been rounded down to obtain a whole number of
shares and a whole conversion ratio of rights per share. For this
purpose, Pereda Gestión, S.A., a subsidiary of Banco Santander, has
waived 22 bonus share rights, corresponding to 22 Santander shares
owned by her.
3.2. Amount of the Increase and reserve against which it will be charged
In view of the number of shares to be issued set out above, the
amount of the Increase is 361,263,360 Euros . This number results
from multiplying the number of shares to be issued by the nominal
value of Banco Santander's shares (0.5 euros per share). The
Increase will be made at par, without any share premium.
The amount of the Increase will be charged against the share
premium reserves, which amounted to 52,446,040,935 Euros as of June
30, 2020.
3.3. Calendar
The envisaged calendar for the execution of the Increase is the
following:
(i) November 13, 2020. Publication of the announcement of the
Increase in the Official Bulletin of the Commercial Registry
(BORME). Reference date for the allotment of rights (23:59 h. CET)
(last trading date). Those who acquired their shares in the Bank by
this date (inclusive) and appear as shareholders in the registries
of Iberclear at 23:59 CET on 17 November 2020, will be entitled to
take part in the Increase.
(ii) November 16, 2020. Beginning of the trading period of the
rights. Santander share quotes "ex-coupon" (ex date).
(iii) November 30, 2020. End of the trading period of the rights.
(iv) December 4 - December 10, 2020. Actions for the
registration of the Increase and admission to listing of the new
shares on the Spanish Stock Exchanges.
(v) December 11, 2020. Beginning of ordinary trading of new
shares on the Spanish Stock Exchanges [2] .
3.4. Allotment of rights and procedure to sell bonus shares or receive new shares
The bonus share rights will be allotted to the shareholders of
Banco Santander who have acquired their Santander shares no later
than at 23:59 h. on the day of publication of the announcement of
the Increase in the Official Bulletin of the Commercial Registry
(BORME) (envisaged for 13 November 2020) and who appear as
shareholders in the registries of Iberclear as at 23:59 h. on 17
November 2020. The trading period of the rights will begin on the
next business day and will have a term of fifteen calendar days
(from November 16 to November 30, 2020).
During the trading period of the rights, the shareholders may
opt for selling their bonus share rights on the market or receiving
new Santander shares as explained above. A shareholder who does not
have a sufficient number of rights to receive any shares, or to
receive an additional share to the others that correspond to him,
may buy on the market the number of bonus share rights that he
lacks or sell the rights that are left over.
To choose among the alternatives offered by the Increase scheme,
shareholders will have to contact the entities where their
Santander shares and corresponding bonus share rights are
deposited. Specifically:
(i) Shareholders whose shares are deposited at Grupo Santander.
Shareholders that opt to sell their bonus share rights in the
market will have to contact their usual branch. In the absence of
an express communication, shareholders will receive new Santander
shares. Grupo Santander shall not charge any fees or costs to those
shareholders who opt to receive new shares. In case of sale of the
rights on market, Grupo Santander shall charge the usual fees or
costs pursuant to the applicable regulations.
(ii) Shareholders whose shares are deposited with other
entities. These shareholders will have to contact the entity where
their shares are deposited to make their decision. In the absence
of an express communication, shareholders will receive new
Santander shares [3] . The depositary entities may charge to
shareholders fees or costs related to the allotment of shares or to
the sale of rights pursuant to the applicable regulations.
In any event, shareholders are urged to take into account the
tax treatment of each of the options available to them, which are
briefly summarized in section 5 below. [4] The Increase is carried
out free of fees and costs for shareholders in connection with the
allotment of the new shares, with Banco Santander assuming the
costs for the issue, subscription, placing on market, listing and
other related costs.
4. NATURE OF THE SHARES TO BE ISSUED
4.1. Face value, issue price and representation of shares
The new shares to be issued in the Increase will be ordinary
shares with a face value of fifty Euro cents (0.5) each, of the
same class and series as those currently outstanding. The new
shares will be issued at an issue price of fifty Euro cents (0.5),
that is, without issuance premium, and will be represented in
book-entry form, the records of which will be kept by Sociedad de
Gestión de los Sistemas de Registro, Compensación y Liquidación de
Valores, S.A.U. (Iberclear) and its participant entities.
4.2. Reserves to which the shares will be charged and balance sheet used for the Increase
The Increase is free of charge and, therefore, does not require
any payment from the shareholders. As stated above, the Increase
will be charged against the share premium reserves, which amounted
to 52,446,040,935 Euros as of June 30, 2020.
The balance sheet used for purposes of the Increase is that
corresponding to June 30, 2020, duly audited by
PricewaterhouseCoopers Auditores, S.L. and approved by the ordinary
general shareholders' meeting on October 27, 2020 under item Third
A of its agenda.
4.3. Shares in deposit
Following the end of the trading period of the bonus share
rights, the new shares that have not been capable of being allotted
due to causes not attributable to Banco Santander will be kept in
deposit and available to those who evidence lawful ownership of the
relevant bonus share rights. Three years after the end of the bonus
share rights trading period, the shares still pending to be
allotted may be sold at the risk and expense of the interested
parties in accordance with article 117.3 of the Spanish Capital
Corporations Law. The net proceeds of the sale will be deposited in
the Bank of Spain or in the General Deposit Bank (Caja General de
Depósitos) at the disposal of the interested parties.
4.4. Rights of the new shares
The new shares will confer the same voting and economic rights
upon their holders as the currently outstanding ordinary shares of
Banco Santander from the date on which the capital increase is
declared to be subscribed and paid up, which is envisaged to happen
on December 2, 2020.
4.5. Admission to listing
The Bank will apply for the listing of the new shares on the
Madrid, Barcelona, Bilbao and Valencia Stock Exchanges through the
Spanish Automated Quotation System (Mercado Continuo), and shall
take the steps and actions that may be necessary with the competent
bodies of the foreign Stock Exchanges on which Banco Santander
shares are traded (currently London, Warsaw, Mexico and New York
-through ADSs -American Depositary Shares-) in order for the new
shares issued under the Increase to be admitted to trading. Subject
to the granting of the relevant authorizations, it is expected that
the ordinary trading of the new shares in the Spanish Stock
Exchanges will begin on December 11, 2020.
5. TAX REGIME
Below there is a brief description of the tax regime currently
applicable in Spain to the options available for shareholders. This
description does not constitute tax advice and does not include all
tax considerations that may be relevant for each shareholder in
view of his particular circumstances (in this regard, no
consideration has been given to the specialties that apply to
shareholders who are not resident or subject to taxation in the
provincial territories of the Basque Country or the Community of
Navarre, as well as potential future regulatory changes that may
affect the applicable tax regime). Therefore, shareholders are
advised to consult with their tax advisors the tax regime
applicable to them.
Receiving new fully paid-up Santander shares
The delivery of the shares issued in the Increase will be
considered for tax purposes as a delivery of fully paid-up
free-of-charge shares, and therefore, shall not be considered
income for the purposes of IRPF, or IRNR if shareholders do not act
through a permanent establishment in Spain, and will not be subject
to withholding or payment on account.
The acquisition value, both of the new shares received in the
Increase and of the shares from which they arise, will be the
result of dividing the total cost by the applicable number of
shares, both old and new. The acquisition date of the new shares
will be that of the shares from which they arise. Consequently, in
the event of a subsequent transfer, the taxable income obtained
will be calculated by reference to this new acquisition value.
In the IS and IRNR for non-residents acting through a permanent
establishment in Spain, to the extent that a full business cycle is
closed, these shareholders will be taxed in accordance with the
applicable accounting regulations (taking into account, where
applicable, the ICAC Resolution [5] that regulates the accounting
treatment of, inter alia, share capital increases against reserves)
and, where applicable, the special regimes for the above taxes. And
all this without prejudice to the rules for determining the taxable
base for these taxes which, where appropriate, may be
applicabl.
Notwithstanding the applicable accounting treatment, according
to the administrative criterion and the IS and IRNR (for
non-residents acting through a permanent establishment in Spain)
rules, no withholding or payment on account of taxes will be made
in connection with the delivery of bonus share rights or fully
paid-up shares in the context of the execution of the Capital
Increase.
Transferring all or part of your bonus share rights to the
market
If the shareholders sell their bonus share rights on the market,
the amount so obtained will be taxed as follows in 2020:
(i) For purposes of the IRPF and the IRNR without permanent
establishment, the amount obtained in the sale on the market of the
bonus share rights granted in the Increase will be treated as a
capital gain for the seller in tax period in which the transfer
takes place. This is without prejudice to the potential application
to those shareholders who are subject to the IRNR (that do not
operate through a permanent establishment in Spain) of the relevant
international treaties, including those for the avoidance of double
taxation and for preventing tax evasion in the field of Income
Taxation to which Spain is a party and to which those shareholders
may be entitled, as well as to the exemptions envisaged in the
regulations of the IRNR.
In addition, for those transferors who are subject to IRPF and
who are shareholders of Banco Santander, the amount obtained for
the transfer of the bonus share rights in the framework of the
Increase will be subject to a withholding tax deduction (currently,
19%). This retention shall be made by the corresponding depositary
institution and, failing that, by the financial intermediary or the
notary public who has intervened in the transfer.
(ii) Taxation under the IS and the IRNR with permanent
establishment in Spain, to the extent that a full business cycle
has been completed, will be determined in accordance with the
relevant accounting rules and with the regulations applicable to
the above taxes (taking into account, if applicable, the ICAC
Resolution) and, if applicable, to the special regimes thereof. And
all this without prejudice to the rules for determining the taxable
base in these taxes that, where appropriate, may be applicable.
Notwithstanding the corresponding accounting treatment,
according to the administrative criterion and the IS and IRNR (for
non-residents acting through a permanent establishment in Spain)
rules, no withholding or payment on account of taxes will be made
in connection with the delivery of bonus share rights or fully
paid-up shares, or the transfer of the bonus share rights to the
market, in this context.
It must be taken into account that the tax analysis above does
not envisage all possible tax consequences of the various options
available in connection with the Increase scheme. In particular, no
reference is made to the tax consequences in their countries of
residence for those shareholders who are not tax resident in Spain.
Hence, shareholders or holders of bonus share rights are encouraged
to consult their tax advisors with regard to the consequences of
this remuneration scheme considering their particular situation, as
well as to pay attention to potential changes of tax regulations
and administrative constructions thereof that may take place.
In any case, it must be taken into account that on 7 October
2020, the Law to implement a Spanish tax on financial transactions
(Ley del Impuesto sobre las Transacciones Financieras) (the
"Spanish FTT" and the "FTT Law", respectively) was approved and, on
16 October 2020, the Law was published in the Spanish Official
Gazette (Boletín Oficial del Estado). The Spanish FTT will enter
into force three months after the publication of the FTT Law in the
Spanish Official Gazette (i.e., 16 January 2021).
According to the FTT Law, the Spanish FTT will be charged at a
fixed rate of 0.2% on the acquisition of listed shares issued by
Spanish companies admitted to trading on a Spanish or other
EU-regulated market, or on an equivalent market of a non-EU
country, with a market capitalisation exceeding EUR 1 billion on 1
December of the year preceding that of the acquisition.
Additionally, the Spanish FTT will also apply, inter alia, to the
acquisition of shares represented by depositary receipts (e.g.,
American Depositary Receipts,ADRs; or CREST Depository Interests,
CDIs).
The taxpayers (contribuyentes) are the acquirers of the shares
(or ADRs or CDIs) on which the Spanish FTT is levied. However, the
taxable persons (sujetos pasivos) are those investment services
firms or credit institutions acquiring the shares (or ADRs or CDIs)
on their own account. Furthermore, the financial intermediaries
participating in the transaction are the substitute taxpayers
(sustitutos del contribuyente). In principle, the tax base of the
Spanish FTT will be determined by the consideration paid, excluding
transaction costs, or, when the amount of the consideration is not
known, the market value of the shares (or ADRs or CDIs). The
Spanish FTT will accrue on the date on which the shares (or ADRs or
CDIs) are registered in the acquirer's name.
The FTT Law establishes that specific primary market
transactions (such as the issuance of shares or the delivery of
paid-up shares) will be exempt from the Spanish FTT. However, the
Spanish FTT would apply (at a fixed rate of 0.2%) to other
financial transactions involving the Bank's shares (or ADRs and
CDIs), regardless of the jurisdiction of the residence of the
parties involved in the transaction.
In any event, the shareholders and the holders of bonus share
rights are advised to consult with their tax advisors regarding the
impact of these tax measures (in particular, the application of
Spanish FTT) taking into consideration the particular circumstances
of each shareholder or holder of bonus share rights.
Finally, holders of American Depository Receipts (ADRs) and
Crest Depository Interests (CDIs) representing shares of the Bank
are encouraged to consult their tax advisors on the tax
implications in Spain and abroad resulting from the specificities
of these securities before making a decision regarding the
implementation of the Increase.
6. FOREIGN JURISDICTIONS WHERE BANCO SANTANDER IS LISTED
The options, terms and procedures indicated in this informative
document may not be the same as those applicable to the
shareholders owning Santander shares on the foreign stock exchanges
where the Bank is listed. These shareholders are urged to consult
the public announcements made and other documents published in
their jurisdictions.
* * *
Banco Santander, S.A.
_______________________________
Jaime Pérez Renovales
Secretary of the board of directors
[1] See section 5 below for a summary of the tax regime
applicable in Spain to the transaction.
[2] Estimated date. Subject to the granting of the relevant
authorizations. The admission to trading of the new shares on the
foreign Stock Exchanges on which the shares of the Bank are traded
shall also be requested.
[3] Special arrangements may exist for those shareholders who
hold their shares through the UK nominees and in the form of ADRs -
please note section 6.
[4] In any case please bear in mind that this analysis of the
tax treatment does not include all tax considerations that the
various options may involve in relation to the execution of the
Increase.
[5] Resolution of March 5, 2019, of the Spanish Accounting and
Audit Institute (Instituto de Contabilidad y Auditoría de Cuentas),
which develops the criteria for the presentation of financial
instruments and other accounting aspects related to the corporate
regulation of corporations (the "ICAC Resolution").
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCGPGGGGUPUGQP
(END) Dow Jones Newswires
November 12, 2020 11:13 ET (16:13 GMT)
Banco Santander (LSE:0HLE)
Gráfica de Acción Histórica
De Mar 2024 a Abr 2024
Banco Santander (LSE:0HLE)
Gráfica de Acción Histórica
De Abr 2023 a Abr 2024
