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Santander
announced today the commencement of an offer to exchange six series of the
Group’s Outstanding US Dollar Denominated Tier 1 Hybrid Securities (the
"Existing Securities") for new US
Dollar Denominated Guaranteed Preferred Securities.
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The
Group recently completed or announced exchange offers for certain of its
other outstanding Tier 1 Hybrid Securities and Upper Tier 2
Securities.
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Holders
of outstanding Tier 1 Hybrid Securities will be offered new Santander Tier
1 Hybrid securities.
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The
purpose of the exchange offers is to improve the efficiency of the Group’s
capital structure and to strengthen its balance
sheet.
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Existing
Securities
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CUSIP
and ISIN
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Liquidation
Preference of New Securities to Be Issued in Exchange for Existing
Securities
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Cash
Exchange Incentive Amount
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7,600,000
outstanding 6.410% non-cumulative existing Series 1 preferred
securities, par value $25, fully and unconditionally guaranteed by Banco
Santander S.A.
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80281R300;
US80281R3003
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$78
in liquidation preference of fixed exchange preferred securities
(liquidation preference $25 per security) per $100 in liquidation
preference of existing Series 1 preferred securities tendered for
exchange. Cash will be paid in lieu of any fractional exchange preferred
securities.
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$12
per $100 liquidation preference of existing Series 1 preferred securities
tendered for exchange.
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20,000,000
outstanding
6.800%
non-cumulative existing Series 4 preferred securities, par value $25,
fully and unconditionally guaranteed by Banco Santander
S.A.
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80281R706;
US80281R7061
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$77
in liquidation preference of fixed exchange preferred securities
(liquidation preference $25 per security) per $100 in liquidation
preference of existing Series 4 preferred securities tendered for
exchange. Cash will be paid in lieu of any fractional exchange preferred
securities.
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$13
per $100 liquidation preference of existing Series 4 preferred securities
tendered for exchange.
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Existing
Securities
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CUSIP
and ISIN
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Liquidation
Preference of New Securities to Be Issued in Exchange for Existing
Securities
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Cash
Exchange Incentive Amount
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24,000,000
outstanding
6.500%
non-cumulative existing Series 5 preferred securities, par value $25,
fully and unconditionally guaranteed by Banco Santander
S.A.
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80281R805;
US80281R8051
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$72
in liquidation preference of fixed exchange preferred securities
(liquidation preference $25 per security) per $100 in liquidation
preference of existing Series 5 preferred securities tendered for
exchange. Cash will be paid in lieu of any fractional exchange preferred
securities.
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$13
per $100 liquidation preference of existing Series 5 preferred securities
tendered for exchange.
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14,000,000
outstanding
Floating
Rate (Three-Month U.S. dollar LIBOR plus 0.52%) non-cumulative existing
Series 6 preferred securities, par value $25, fully and unconditionally
guaranteed by Banco Santander S.A.
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80281R888;
US80281R8887
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$46
in liquidation preference of fixed exchange preferred securities
(liquidation preference $25 per security) per $100 in liquidation
preference of existing Series 6 preferred securities tendered for
exchange. Cash will be paid in lieu of any fractional exchange preferred
securities.
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$9
per $100 liquidation preference of existing Series 6 preferred securities
tendered for exchange.
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8,000,000
outstanding
7.300%
existing Sovereign depositary shares (each Representing a 1/1,000th
interest in a Share of Series C Non-Cumulative Perpetual Preferred Stock),
liquidation preference $25.
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845905405;
US8459054057
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$80
in liquidation preference of fixed exchange preferred securities
(liquidation preference $25 per security) per $100 in liquidation
preference of existing Sovereign depositary shares tendered for exchange.
Cash will be paid in lieu of any fractional exchange preferred
securities.
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$10
per $100 liquidation preference of existing Sovereign depositary shares
tendered for exchange.
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1,000,000
outstanding
8.963%
non-cumulative existing Abbey National trust preferred securities,
liquidation preference $1,000, fully and unconditionally guaranteed by
Abbey National plc.
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002927AA9;
US002927AA95
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$800
in liquidation preference of fixed-to-floating exchange preferred
securities (liquidation preference $1,000 per security) per $1,000 in
liquidation preference of existing Abbey National trust preferred
securities tendered for exchange. Cash will be paid in lieu of any
fractional exchange preferred securities.
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$100
per $1,000 liquidation preference of existing Abbey National trust
preferred securities tendered for
exchange.
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•
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to
legal entities which are authorized or regulated to operate in the
financial markets or, if not so authorized or regulated, whose corporate
purpose is solely to invest in
securities;
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to
any legal entity which has two or more of (1) an average of at least 250
employees during the last financial year; (2) a total balance sheet of
more than €43,000,000 and (3) an annual net turnover of more than
€50,000,000, as shown in its last annual or consolidated
accounts;
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to
fewer than 100 natural or legal persons (other than qualified investors as
defined in the Prospectus Directive);
or
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in
any other circumstances falling within Article 3(2) of the Prospectus
Directive, provided that no such offer of New Securities shall require the
issuer, the guarantor, the Offerors or the dealer manager to publish a
prospectus pursuant to Article 3 of the Prospectus
Directive.
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