Invitation to tender
NOT FOR DISTRIBUTION TO ANY U.S. PERSON, IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (THE UNITED STATES) OR TO ANY PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY OR TO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.
11 January 2010
ANNOUNCEMENT OF TENDER OFFERS
Banco Santander, S.A. (Banco Santander) has today invited holders of the securities set out below (the Securities) to tender any or all of the Securities for purchase by Banco Santander for cash (each such invitation an Offer and, together, the Offers).
|
Series |
Issuer |
Securities |
ISIN |
Purchase Price |
Aggregate Outstanding Nominal Amount |
|
1. |
Santander Perpetual, S.A.U. |
EUR 750,000,000 Guaranteed Perpetual Step-up Subordinated Notes |
XS0206920141 |
93% |
EUR 404,836,000 |
|
2. |
Abbey National Plc |
EUR 400,000,000 Fixed to Floating Rate Perpetual Callable Subordinated Notes |
XS0117974740 |
100% |
EUR 167,818,000 |
|
3. |
Santander Central Hispano Financial Services Ltd |
GBP 200,000,000 Guaranteed Perpetual Step-up Subordinated Notes |
XS0131038522 |
103% |
GBP 34,620,000 |
|
4. |
Abbey National Plc |
GBP 325,000,000 Ten Year Step-up Perpetual Callable Subordinated Notes |
XS0117972702 |
100% |
GBP 84,343,000 |
|
5. |
Abbey National Plc |
GBP 425,000,000 Fifteen Year Step-up Perpetual Callable Subordinated Notes |
XS0117972967 |
100% |
GBP 103,738,000 |
|
6. |
Abbey National Plc |
GBP 175,000,000 Twenty Year Step-up Perpetual Callable Subordinated Notes |
XS0117973262 |
97% |
GBP 73,046,000 |
|
7. |
Abbey National Plc |
GBP 275,000,000 Thirty Year Step-up Perpetual Callable Subordinated Notes |
XS0117973429 |
93% |
GBP 84,360,000 |
|
8. |
Alliance & Leicester Plc |
GBP 150,000,000 Step-up Subordinated Callable Notes |
XS0164078791 |
93% |
GBP 150,000,000 |
|
9. |
Alliance & Leicester Plc |
GBP 150,000,000 Subordinated Notes |
XS0133956168 |
100% |
GBP 150,000,000 |
|
10. |
Santander Issuances, S.A.U. |
GBP 800,000,000 Callable Subordinated Lower Tier 2 Step-up Fixed to Floating Rate Instruments |
XS0327310669 |
107.5% |
GBP 800,000,000 |
|
11. |
Santander Issuances, S.A.U. |
GBP 300,000,000 Callable Subordinated Step-up Fixed to Floating Rate Instruments |
XS0261787898 |
105% |
GBP 300,000,000 |
The Offers are being made upon the terms and subject to the conditions contained in the tender offer memorandum dated 11 January 2010 (the Tender Offer Memorandum), copies of which may be obtained free of charge from the Dealer Manager or the Tax Certification and Tender Agent (details of whom are set out below).
Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.
The Offers begin today, 11 January 2010 and will expire at 5.00 p.m. (Central European Time) on 19 January 2010 (the Expiration Deadline), unless extended, re-opened, amended and/or terminated as provided in the Tender Offer Memorandum. The deadlines set by any intermediary or clearing system will be earlier than this deadline. The expected settlement date (the Settlement Date) for the Offers is 22 January 2010.
If Banco Santander decides to accept valid tenders of Securities pursuant to an Offer, the total amount that will be paid to each holder of Securities (a Securityholder) on the Settlement Date for the Securities of such Securityholder accepted for purchase will be an amount (rounded (i) to the nearest €0.01 with half a cent rounded upwards for the Securities denominated in euro and (ii) to the nearest £0.01, with half a penny rounded upwards for the Securities denominated in Sterling) equal to the sum of:
-
the aggregate outstanding nominal amount of Securities of the relevant Series of such Securityholder validly tendered in such Offer multiplied by the relevant Purchase Price; and
-
the Accrued Interest Payment on such Securities of the relevant Series.
-
In respect of any Security, the outstanding nominal amount means the nominal amount of the relevant Security as at the Settlement Date (i.e. following any reduction of its nominal amount by prepayments prior to such date in accordance with the terms of such Security).
Banco Santander may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate any Offer at any time (subject to applicable law and as provided in the Tender Offer Memorandum).
For further information, please contact:
|
DEALER MANAGER |
|
|
Merrill Lynch International 2 King Edward Street London EC1A 1HQ United Kingdom For information by telephone: +44 20 7995 3715 Attention: John Cavanagh Email: john.m.cavanagh@baml.com |
|
|
TAX CERTIFICATION AND TENDER AGENT |
|
|
Acupay System LLC 28 Throgmorton Street, For information by telephone: +44 (0) 207 382 0340 Attention: Nina Santa Maria Email: nsantamaria@acupay.com Website: www.acupay.com/SanCashTender |
|
Disclaimer: This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which must be read carefully before any decision is made with respect to the Offers. If you are in any doubt as to the action you should take, it is recommended that you seek your own financial advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose Securities are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such Securities pursuant to the Offers. The distribution of this document in certain jurisdictions may be restricted by law (see "Offer and Distribution Restrictions" below). None of the Dealer Manager, Tax Certification and Tender Agent, Banco Santander or any other Group company makes any recommendation as to whether holders of Securities should tender Securities pursuant to the Offers.
The distribution of this announcement and the Tender Offer Memorandum may be restricted by law in certain jurisdictions.
Persons into whose possession this announcement and/or the Offers for purchase comes are required to inform themselves about, and to observe, any such restrictions.
Offer and Distribution Restrictions
Neither this announcement nor the Tender Offer Memorandum constitutes an invitation to participate in the Offers in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and the Tender Offer Memorandum comes are required by each of Banco Santander, the Dealer Manager and the Tax Certification and Tender Agent to inform themselves about, and to observe, any such restrictions.
United States
The Offers are not being made, and will not be made, directly or indirectly in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States and no offer of Securities may be made by any such use, means, instrumentality, or facility from or within the United States or to persons located in the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. Accordingly, copies of this announcement and the Tender Offer Memorandum and any other documents or materials relating to the Offers are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to persons located in the United States. Any purported tender of Securities in an Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Securities made by a person giving instructions from within the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.
Each holder of Securities participating in an Offer will represent that it is not located in the United States and is not participating in such Offer from the United States or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in such Offer from the United States. For the purposes of this and the above paragraph, United States means United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Marina Islands), any state of the United States of America and the District of Columbia.
Italy
The Offers are not being made and will not be made, directly or indirectly, in or into the Republic of Italy (Italy). None of the Offers, this announcement and the Tender Offer Memorandum have been submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. Accordingly, Securityholders are notified that, to the extent Securityholders are persons located or resident in Italy, the Offers are not available to them and they may not tender Securities in the Offers and, as such, any Tender Instructions received from such persons shall be ineffective and void, and none of this announcement nor Tender Offer Memorandum nor any other documents or materials relating to the Offers or the Securities may be distributed or made available in Italy.
United Kingdom
The communication of this announcement and the Tender Offer Memorandum and any other documents or materials relating to the Offers is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Financial Promotion Order)) or persons who are within Article 43 of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.
Belgium
None of this announcement nor the Tender Offer Memorandum nor any other documents or materials relating to the Offers have been submitted to or will be submitted for approval or recognition to the Belgian Banking, Finance and Insurance Commission (Commission bancaire, financière et des assurances/Commissie voor het Bank-, Financie- en Assurantiewezen) and, accordingly, the Offers may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian Law of 1 April 2007 on public takeover bids or as defined in Article 3 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (together, the Belgian Public Offer Law), each as amended or replaced from time to time. Accordingly, the Offers may not be advertised and the Offers will not be extended, and none of this announcement nor the Tender Offer Memorandum nor any other documents or materials relating to the Offers (including any memorandum, information circular, brochure or any similar documents) have been nor shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Public Offer Law (as amended from time to time), acting on their own account. Insofar as Belgium is concerned, this announcement and the Tender Offer Memorandum have been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offers. Accordingly, the information contained in this announcement and the Tender Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.
France
The Offers are not being made, directly or indirectly, to the public in the Republic of France (France). None of this announcement nor the Tender Offer Memorandum nor any other document or material relating to the Offers have been nor shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties and/or (ii) qualified investors (Investisseurs Qualifiés) other than individuals, in each case acting on their own account and all as defined in, and in accordance with, Articles L.411-2 and D.411-1 of the French Code Monétaire et Financier, are eligible to participate in the Offers. Neither this announcement nor the Tender Offer Memorandum has been nor will be submitted for clearance to nor approved by the Autorité des Marchés Financiers.
Spain
None of the Offers nor this announcement nor the Tender Offer Memorandum constitute an offer of securities or the solicitation of an offer of securities to the public in Spain under the Spanish Securities Market Law (Ley 24/1988, de 28 de Julio, del Mercado de Valores), Royal Decree 1310/2005, of 4 November 2005 and Royal Decree 1066/2007, of 27 July 2007. Accordingly, neither this announcement nor the Tender Offer Memorandum has been submitted for approval nor approved by the Spanish Securities Market Regulator (Comisión Nacional del Mercado de Valores).
General
Neither or this announcement nor the Tender Offer Memorandum constitutes an offer to buy or the solicitation of an offer to sell Securities, and tenders of Securities in the Offers will not be accepted from Securityholders, in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require an Offer to be made by a licensed broker or dealer and the Dealer Manager or any of its affiliates is such a licensed broker or dealer in such jurisdictions, such Offer shall be deemed to be made by the Dealer Manager or such affiliate (as the case may be) on behalf of Banco Santander in such jurisdictions.
In addition to the representations referred to above in respect of the United States, each Securityholder participating in an Offer will also be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in "Procedures for Participating in the Offers" in the Tender Offer Memorandum. Any tender of Securities for purchase pursuant to the Offers from a Securityholder that is unable to make these representations will not be accepted. Each of Banco Santander, the Dealer Manager and the Tax Certification and Tender Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Securities for purchase pursuant to an Offer, whether any such representation given by a Securityholder is correct and, if such investigation is undertaken and as a result Banco Santander determines (for any reason) that such representation is not correct, such tender shall not be accepted.
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