Royal Bk of Scot/Nat West

Banco Santander Central Hispano SA 29 November 1999 BSCH supports Royal Bank of Scotland's offer for NatWest Banco Santander Central Hispano, S.A. ('BSCH') announces that it has reached an agreement with the Royal Bank of Scotland Group plc ('RBS') to provide support for the offer, announced today, by RBS for National Westminster Bank Plc ('NatWest') (the 'Offer'). BSCH is strongly supportive of the Offer announced by its British partner, RBS, for NatWest to create a group with leading positions in a number of UK banking markets. As RBS's strategic partner and largest shareholder with 9.64 per cent of its ordinary share capital, BSCH believes that this transaction will create significant value for RBS shareholders. It also believes that the enlarged group will, like BSCH, be well positioned to take advantage of the future consolidation that BSCH expects to occur in the European banking market. BSCH confirms that all its shares in RBS will be voted in favour of the shareholder resolution of RBS upon which the Offer is conditional. Additionally, under the agreement with RBS, BSCH will contribute to the financing of the Offer, subject to its becoming unconditional in all respects. In order to assist in financing the Offer, RBS and BSCH have entered into conditional arrangements (the 'Share Issue') under which RBS will issue to BSCH new ordinary shares with a value of £1.2 billion. In return, BSCH will issue new BSCH shares with a value of £l.2 billion. The price of the shares to be issued will be determined at market on completion of the Offer. BSCH has agreed to effect a placing, on behalf of RBS, with strategic European banking partners of BSCH, of the new BSCH shares to which RBS is entitled (the 'Placing'), to ensure RBS will receive £1.2 billion in cash. The agreement will enable BSCH to maintain a significant shareholding in the new enlarged RBS group. The final shareholding of BSCH in the new group will depend on stock market and exchange rate movements, but based on current prices it is expected that BSCH will own around 6.5 per cent of the new group. The Share Issue and the Placing will be conditional upon the Offer becoming unconditional in all respects, and on, inter alia, the approval by the shareholders of BSCH of the increase in its capital. BSCH's Board of Directors will call an Extraordinary General Meeting of BSCH's shareholders, which will be asked to approve resolutions authorising the increase in capital, subject to the fulfilment of all other legal requirements. BSCH has had a close relationship with RBS for over a decade and its decision to increase its investment at this important stage in RBS's development demonstrates BSCH's confidence in RBS's business and prospects. This further investment by BSCH is part of its strategy of investment in European financial institutions that are leaders in their markets. BSCH has a wide range of such international alliances and believes that, in the future consolidation of European banking, these will provide significant opportunities to shape the global financial services market, for the benefit of both shareholders and clients. Commenting on the transaction, Don Emillo Botin and Don Jose Maria Amusategui, the Co-Chairmen of BSCH, said: 'This is an enormously important and exciting development for the banking sector both in the UK and in Europe as a whole. We have total confidence in the ability of RBS's management team to achieve its stated objectives. We are delighted to play our part as RBS's long term strategic partner in helping to create what will be the fourth largest bank in Europe by market capitalisation'. Schroders advised Banco Santander Central Hispano in relation to this transaction. 29 November 1999 For further information, please contact: BSCH Luis Abril, Executive Vice-President Begona Elices, Deputy Senior Vice-President Tel: 00 34 91 558 2815 Schroders, which is regulated in the United Kingdom by the Securities and Futures Authority Limited, is acting for BSCH in relation to the Offer, the Share Issue and the Placing and for no one else and will not be responsible to any other person for providing the protections afforded to its customers or for advising any other person in relation to the Offer, the Share Issue or the Placing.
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