Acquisition

RNS Number : 5842M

Banco Santander S.A.

30 January 2009

 

MATERIAL FACT

In connection with the acquisition by Banco Santander, S.A. (“Banco Santander”) of all the shares representing the common share capital of Sovereign Bancorp Inc. (“Sovereign”) which are not already owned by Banco Santander (the “Acquisition”), which Acquisition was announced on October 14, 2008 by means of a material fact (“hecho relevante”), and in connection with the capital increase approved by the extraordinary General Shareholder’s Meeting of Banco Santander held on January 26, 2009 and announced by means of a material fact on such date, Banco Santander informs that:

-                The acquisition of Sovereign has been completed today and, therefore, Sovereign is now a 100% subsidiary of Grupo Santander.

-        The acquisition involves the issuance of 0.3206 new ordinary shares of Banco Santander for each common share of Sovereign. To that effect, Banco Santander has declared effective the capital increase today. Thus, 161,546,320 new ordinary shares have been issued for a total amount (nominal plus share premium) of 1,302,063,339.20 euros. The unsubscribed amount of the capital increase has been cancelled.

-        Also today, the relevant deed of capital increase has been filed with the Cantabria Commercial Registry, the Spanish Securities Market Commission (“Comisión Nacional del Mercado de Valores”) has verified that all necessary requirements for admission to listing of the new ordinary shares have been fulfilled and the governing bodies (“Sociedades Rectoras”) of the Spanish stock exchanges have approved the admission to listing of the new ordinary shares.

-                Trading of the new ordinary shares on the Madrid, Barcelona, Valencia and Bilbao stock exchanges, through the Spanish Mercado Continuo, and on the London and Milan stock exchanges, will start on Monday, February 2, 2009

 

Boadilla del Monte (Madrid), January 30, 2009

 

 

END

 

 

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