MADRID, SPAIN, Sep. 24, 2009 (Marketwire) --
MADRID, SPAIN -- (Marketwire) -- 09/24/09 -- Banco Santander, S.A. (NYSE: STD)
THIS PRESS RELEASE IS NOT TO BE DISTRIBUTED TO ANY PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY.
THE EXCHANGE OFFER IS NOT BEING MADE, AND NEITHER THIS PRESS RELEASE NOR ANY OFFERING MATERIAL RELATING TO THE EXCHANGE OFFER IS TO BE DISTRIBUTED, TO ANY PERSON RESIDENT IN OR LOCATED INSIDE THE EUROPEAN ECONOMIC AREA, OTHER THAN TO "QUALIFIED INVESTORS" (AS DEFINED IN THE PROSPECTUS DIRECTIVE).
On 25 August 2009, Banco Santander, S.A. ("Santander" and together with its subsidiaries the "Group") announced that Santander and its subsidiary, Santander Financial Exchanges Limited (the "Offerors"), commenced an offer (the "Exchange Offer") of up to 51,448,000 10.5% Non-Cumulative Guaranteed Series 10 Preferred Securities, par value $25 per security, of Santander Finance Preferred, S.A. Unipersonal (the "Fixed Exchange Preferred Securities") and up to 800,000 10.5% Fixed-to-Floating Non-Cumulative Guaranteed Series 11 Preferred Securities, par value $1,000 per security, of Santander Finance Preferred, S.A. Unipersonal (the "Fixed-to-Floating Exchange Preferred Securities" and together with the Fixed Exchange Preferred Securities, the "New Securities") in exchange for the Existing Securities described below.
The expiration time and date for the Exchange Offer in respect of the Existing Securities was 5:00 p.m., New York time, 23 September 2009.
Santander has accepted all Existing Securities validly tendered for exchange.
As at the expiration date, the aggregate participation rate for the Exchange Offer was 48% of the Existing Securities described below. The participation rates for each issue of Existing Securities are described below. The aggregate principal amounts of the New Securities to be issued are $825,109,575 par value of Fixed Exchange Preferred Securities and $161,587,000 par value of Fixed-to-Floating Exchange Preferred Securities.
Settlement of the exchange of New Securities for the Existing Securities described below is expected to take place on 29 September 2009.
Amount
Accepted for
Existing Securities CUSIP and ISIN Exchange New Security
--------------------- ------------- ---------- --------------------------
7,600,000 outstanding 80281R300; 4,028,302 Fixed Exchange Preferred
6.410% non-cumulative US80281R3003 securities Securites:
existing Series 1 Santander Finance
preferred securities, Preferred, S.A. Unipersonal
par value $25, fully 10.5% Non-Cumulative
and unconditionally Guaranteed Series 10
guaranteed by Banco Preferred Securities, par
Santander S.A. value $ 25 per security
------------- ---------- CUSIP No. E8683R144
20,000,000 outstanding 80281R706; 13,529,373
6.800% non-cumulative US80281R7061 securities
existing Series 4
preferred securities,
par value $25, fully
and unconditionally
guaranteed by Banco
Santander S.A.
------------- ----------
24,000,000 80281R805; 19,621,398 ISIN USE8683R1448
outstanding 6.500% US80281R8051 securities
non-cumulative
existing Series 5
preferred securities,
par value $25, fully
and unconditionally
guaranteed by Banco
Santander S.A. Fixed Exchange Preferred
------------- ---------- Securites:
14,000,000 outstanding 80281R888; 5,583,978 Santander Finance
Floating Rate US80281R8887 securities Preferred, S.A.
(Three-Month U.S. Unipersonal 10.5%
dollar LIBOR plus Non-Cumulative Guaranteed
0.52%) non-cumulative Series 10 Preferred
existing Series 6 Securities, par value $ 25
preferred securities, per security
par value $25, fully CUSIP No.
