Filed by
Banco Santander, S.A.
This
communication is filed pursuant to Rule 425 under the Securities Act of
1933, as amended.
Subject
Company:
Abbey
National plc (Commission File No.: 001-14928)
Date:
September 8, 2009
On
September 8, 2009, Abbey National plc issued the following
statement:
STATEMENT
BY ABBEY NATIONAL PLC ON BEHALF OF
ABBEY
NATIONAL CAPITAL TRUST I WITH RESPECT TO
EXCHANGE
OFFER BY SANTANDER FINANCIAL
EXCHANGES
LIMITED
September
8, 2009
Abbey
National plc (“Abbey”)
has elected to express no opinion and remain neutral toward Santander Financial
Exchanges Limited’s offer to exchange, subject to the terms and conditions set
forth in the Prospectus dated August 25, 2009, up to a total of 800,000
Fixed-to-Floating Non-Cumulative Guaranteed Series 11 Preferred Securities (par
value $1,000 per security) fully and unconditionally guaranteed by Banco
Santander, S.A. (the “New
Securities”) to be issued by Santander Finance Preferred, S.A.
Unipersonal, plus a cash exchange incentive payment up to an aggregate amount of
$100.0 million, plus cash amounts in lieu of any fractional New Securities), for
any and all of Abbey National Capital Trust I 8.963% Non-Cumulative Guaranteed
Trust Preferred Securities (liquidation preference $1,000 per security)
guaranteed by Abbey National plc (the “Existing Securities”) and
issued on February 7, 2000 (CUSIP No. 002927AA9 and ISIN
US002927AA95).
Abbey
believes that each holder of Existing Securities should make its own decision as
to whether to tender its Existing Securities in the exchange
offer. Abbey believes that the determination whether to tender is a
financial decision to be made by each holder of Existing Securities, in
consultation with the holder’s financial advisor, based on the terms of the
exchange offer being made by Santander Financial Exchanges
Limited. For these reasons, Abbey believes that it is not appropriate
for it to make a recommendation to holders regarding the tender of their
Existing Securities in the exchange offer and expresses no opinion as to the
course of action that holders should take.
This
statement is being made by Abbey pursuant to Rule 14e-2 under the U.S.
Securities Exchange Act of 1934.
This
statement shall not constitute an offer to sell or the solicitation of an offer
to buy nor shall there be any sale of these securities in any state in which
such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such
state.