A&L-Scheme becomes effective

RNS Number : 6485F

Banco Santander S.A.

10 October 2008

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

Recommended acquisition 

of 

Alliance & Leicester plc 

by 

Banco Santander, S.A.

to be implemented by means of a scheme of arrangement
under Part 26 of the Companies Act 2006 

10 October 2008

Scheme of Arrangement becomes effective

Alliance & Leicester plc ('A&L') and Banco Santander, S.A. ('Banco Santander') announce that the Court Orders have been delivered to, and, in the case of the Reduction Court Order, registered by, the Registrar of Companies and accordingly that the Scheme of Arrangement to effect the recommended acquisition of A&L by Banco Santander has now become effective.

Dealings in A&L Shares have been suspended and it is expected that the listing of A&L Shares on the Official List will be cancelled with effect from 8.00 a.m. (London time) on 13 October 2008. 

Upon the Scheme of Arrangement becoming effective, Banco Santander has resolved to execute the capital increase for the Acquisition, which involves the issuance of one New Banco Santander Share for every three A&L Shares, and has therefore issued a total of 140,950,944 New Banco Santander Shares.

Applications have been made by Banco Santander for admission of the New Banco Santander Shares to listing on the Bolsas de Valores (stock exchanges) of Madrid, Barcelona, Bilbao and Valencia and on the London Stock Exchange, amongst others. Admission of the New Banco Santander Shares to listing on the Bolsas de Valores is expected to occur at 5.35 p.m. (Spanish time) on 13 October. Admission of the New Banco Santander Shares to trading on the London Stock Exchange is expected to occur at 8.00 a.m. (London time) on 14 October 2008.

Unless stated otherwise above, the terms used in this announcement have the same meanings as set out in the Scheme Document dated 19 August 2008.

- ends -

Enquiries:
Banco Santander, S.A.
Angel Santodomingo	[phone]
Alliance & Leicester plc
Stuart Dawkins Ginny Broad	[phone] [phone]
Press Office Mark Jones (Investor Relations)	[phone] [phone]

The Directors of A&L and the members of the Comisión Ejecutiva (the executive committee of the board of directors) of Banco Santander accept responsibility for the information contained in this announcement and, to the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information. 

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

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

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

Rothschild, which is regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for A&L as financial adviser and no one else in connection with the Acquisition and will not be responsible to anyone other than A&L for providing the protections afforded to customers of Rothschild or for providing advice in relation to the Acquisition, or any matter referred to herein.

 

END

 

 

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