Statement re Banesto
Banco Santander Central Hispano SA
25 April 2002
MATERIAL FACT
The Executive Committee of Banco Santander Central Hispano has resolved to
propose to the Board of Directors of Banesto that it makes the necessary
resolutions to call a General Meeting of Shareholders in order to revoke the
resolutions adopted by the General Meeting held on December 27th 2001 under item
one and consistent items of its agenda concerning the de-listing of the shares
of Banesto, and therefore desist from the application for the authorisation of a
take-over bid for de-listing filed with the National Securities Market
Commission (CNMV), maintaining the share capital of Banesto admitted for listing
on the Spanish stock exchanges. This change of strategy is shared by the new
management team at Banesto, which considers that the stock exchange listing of
the latter's shares represents an added value for its franchise. In this respect
the Executive Committee of Santander Central Hispano has likewise resolved as
follows:
1. For 30 calendar days following the date of the favourable resolution (if
applicable) by the National Securities Market Commission (CNMV) concerning
the withdrawal of the application for authorisation for the de-listing of the
shares of Banesto and the respective take-over bid for de-listing, Banco
Santander Central Hispano will maintain a permanent buy order for the shares
of Banesto at a price of 15 euros per share.
2. In order to strengthen the liquidity of the Banesto shares, Banco Santander
Central Hispano will extend the free float of such shares, for which it plans
to arrange a public share offering for a sufficient number of Banesto shares
to enable the free float to reach 10% of its capital. The formalities of the
public share offering will commence prior to the end of this year. However,
should market conditions make it inadvisable or prevent the carrying-out or
completion of the public share offering during the first quarter of 2003,
Banco Santander Central Hispano and Banesto will consider other alternatives,
including a new application for the de-listing of the Banesto share.
3. Banco Santander Central Hispano will contract the services of an institution
outside its Group to act, giving a buying and selling counterparty to the
Banesto share during the period from the date of finalisation of the
permanent buy order referred to in point 1 above and the date of carrying-out
the public share offering referred to in point 2 above, thus guaranteeing the
liquidity of the share. Details of the liquidity contract, once signed, will
be made public through the appropriate registration of a material fact.
In conclusion, Santander Central Hispano hereby advises that no project exists
at this time which could affect the internal restructuring of its Group, or any
agreement with third parties linked to the new stock market strategy of Banesto,
which is made public via this notification of a Material Fact.
Madrid, 25th April 2002
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