Banco Santander S.A. Placement of preferred securities (3647Z)
09 Enero 2020 - 12:10PM
UK Regulatory
TIDMBNC
RNS Number : 3647Z
Banco Santander S.A.
09 January 2020
Banco Santander, S.A. ("Banco Santander" or the "Bank"), in
compliance with the Securities Market legislation, hereby
communicates the following:
RELEVANT INFORMATION
Banco Santander announces that it has completed the placement of
preferred securities contingently convertible into newly issued
ordinary shares of the Bank, excluding pre-emptive subscription
rights and for a nominal value of EUR 1,500,000,000 (the "Issue"
and the "CoCos").
The placement of the Issue has been carried out through an
accelerated bookbuilding targeted at professional investors and
eligible counterparties only.
The CoCos are issued at par and its remuneration has been set at
4.375% on an annual basis for the first six years. The payment of
the remuneration of the CoCos is subject to certain conditions and
to the discretion of the Bank. Thereafter it will be reviewed every
five years by applying a margin of 453.4 basis points on the 5-year
Mid-Swap Rate.
Once issued, the CoCos will be eligible as additional tier 1
capital of the Bank under the European Regulation 575/2013. The
CoCos are perpetual, but they may be called under certain
circumstances and would be converted into newly issued ordinary
shares of Banco Santander if the common equity tier 1 (CET1) ratio
of the Bank or its consolidated group, calculated in accordance
with European Regulation 575/2013, were to fall below 5.125%. As of
30 September 2019, the consolidated CET1 ratio of the Bank was
11.30%([1]) .
The Bank will request the admission of the CoCos to trade on the
Global Exchange Market of the Irish Stock Exchange.
The Bank also announces that, as of today, the report of the
directors of the Bank concerning the basis and rules for the
conversion of the CoCos and the exclusion of pre-emptive
subscription rights, and the report of the independent expert, both
issued in accordance with articles 414.2 and 417.2 of the Spanish
Companies Act (Ley de Sociedades de Capital), will be available on
the Bank's website (www.santander.com). The aforementioned reports
will also be provided to the shareholders at the first general
shareholders' meeting to be held after the Issue.
Boadilla del Monte (Madrid), 9 January 2020
IMPORTANT INFORMATION
This communication of relevant information does not constitute
an offer to sell, or the solicitation of an offer to buy any
securities, nor shall there be any sale of such securities in any
state of the United States or in another jurisdiction in which such
offer, solicitation or sale would not be permitted before
registration or qualification under the securities laws of such
state or jurisdiction. The securities described above have not been
registered under the U.S. Securities Act of 1933, as amended, or
any applicable securities laws of any other jurisdiction. Unless so
registered, such securities may not be offered or sold in the
United States or any other jurisdiction except pursuant to an
exemption from the registration requirements of the U.S. Securities
Act of 1933, as amended, and any applicable securities laws of such
other jurisdiction.
This communication of relevant information does not constitute
an offer document or an offer of transferable securities to the
public in the United Kingdom to which section 85 of the Financial
Services and Markets Act 2000 ("FSMA") applies and should not be
considered as a recommendation that any person should subscribe for
or purchase any of the securities described herein. These
securities will not be offered or sold to any person in the United
Kingdom except in circumstances which have not resulted and will
not result in an offer to the public in the United Kingdom in
contravention of section 85(1) of FSMA.
This communication of relevant information does not constitute
an offer to the public in Italy of financial products, as defined
under article 1, paragraph 1, letter (t) of legislative decree no.
58 of 24 February 1998, as amended (the "Financial Services Act").
The preferred securities cannot be offered or sold in the Republic
of Italy to any natural persons nor to entities other than
qualified investors (investitori qualificati) as defined pursuant
to Article 100 of the Financial Services Act and Article 34-ter,
paragraph 1, letter b) of Regulation No. 11971 of May 14, 1999, as
amended (the "Issuers Regulations") issued by the Commissione
Nazionale per le Società e la Borsa, the Italian securities and
financial markets regulator ("CONSOB") or unless in circumstances
which are exempt from the rules on public offers pursuant to
Article 100 of the Financial Services Act and the implementing
CONSOB regulations, including the Issuers Regulations. This
communication of relevant information is for informational purposes
only and does not constitute and shall not, in any circumstances,
constitute a public offering or an invitation to the public in
connection with any offer within the meaning of the Regulation (EU)
2017/1129 of the European Parliament and of the Council of 14 June
2017 on the prospectus to be published when securities are offered
to the public or admitted to trading on a regulated market.
No action has been made or will be taken that would permit a
public offering of any securities described herein in any
jurisdiction in which action for that purpose is required. No
offers, sales, resales or delivery of any securities described
herein or distribution of any offering material relating to any
such securities may be made in or from any jurisdiction except in
circumstances which will result in compliance with any applicable
laws and regulations and which will not impose any obligation on
the Bank or the joint lead managers of the Issue or any of their
respective affiliates. Additionally, the CoCos will not be offered,
distributed or sold in Spain nor to Spanish residents.
This communication of relevant information is an announcement
and not a prospectus and investors should not subscribe for or
purchase any securities referred herein except on the basis of the
information in the offering circular.
Restrictions on Marketing and Sales to Retail Investors
The CoCos are not intended to be sold and should not be sold to
retail clients (as defined in Directive 2014/65/EU of the European
Parliament and of the Council of 15 May 2014 on Markets in
Financial Instruments and amending Directive 2002/92/EC and
Directive 2011/61/EU ("MiFID II"), as amended or replaced from time
to time). Prospective investors are referred to the section headed
"Prohibitions on marketing and sales to retail investors" of the
Offering Circular for further information.
[1] Data calculated applying the IFRS 9 transitional
arrangements. As indicated by the consolidating supervisor a
pay-out of 50%, the maximum within the target range (40%-50%), was
applied for the calculation of the capital ratios in 2019.
Previously, the average cash pay-out for the last three years was
considered.
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.
END
MSCFLFITLTIAIII
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