Banco Santander S.A. Capital Reduction (2022 buy-back programme shares) (5344Q)

TIDMBNC

RNS Number : 5344Q

Banco Santander S.A.

28 June 2022

Banco Santander, S.A. (the "Bank" or "Banco Santander" ) , in compliance with the Securities Market legislation, hereby communicates the following:

OTHER RELEVANT INFORMATION

 
 Banco Santander reduces its share capital by 1.7% to cancel 
  the shares acquired in the share buy-back programme carried out 
  between March and May 2022 in the context of the shareholder 
  remuneration applicable to the results of financial year 2021. 
 The board of directors of Banco Santander has resolved today 
  to implement the Bank's sha re capital reduction through a cancellation 
  of own shares approved at the Bank's ordinary general shareholders' 
  meeting held on 1 April 2022 on second call under item 7 C of 
  the agenda (the "Capital Reduction"). 
 It is hereby stated that, on 28 June 2022, the European Central 
  Bank granted the authorisation required to implement the Capital 
  Reduction in accordance with applicable regulations. 
 Banco Santander's share capital has been reduced by EUR 143,154,722.50 
  through the cancellation of 286,309,445 own shares, each with 
  a nominal value of EUR 0.50. The share capital resulting from 
  the Capital Reduction implementation has been set at EUR 8,397,200,792, 
  represented by 16,794,401,584 shares with a nominal value of 
  EUR 0.50 each, all of them of the same class and series. 
 The purpose of the Capital Reduction is the cancellation of the 
  Bank's own shares, contributing to the remuneration of the Bank's 
  shareholders by increasing the profit per share, a consequence 
  which is inherent to the decrease in the number of shares. The 
  Capital Reduction does not involve the return of contributions, 
  since the Bank is the owner of the cancelled shares, having acquired 
  them within the framework of the share buy-back programme, the 
  beginning and termination of which Banco Santander properly notified 
  to the market through the notice of inside information published 
  on 14 March 2022 with registration number 1360 and the notice 
  of other relevant information published on 6 May 2022 with registration 
  number 16098, respectively. 
 A reserve for amortised capital has been funded with a charge 
  to the share premium reserve for an amount equal to the nominal 
  value of the cancelled shares (i.e. EUR 143,154,722.50), which 
  may only be used under the same conditions as those required 
  for the reduction of the share capital, in accordance with article 
  335 c) of the Spanish Companies Law. Consequently, in accordance 
  with article 335 c) of the Spanish Companies Law, the Bank's 
  creditors are not afforded the right of opposition referred to 
  in article 334 of the Spanish Companies Law. 
 For purposes of the provisions of Section 411 of the Spanish 
  Companies Law and in accordance with Additional Provision One 
  of Law 10/2014 of 26 June on the organisation, supervision and 
  solvency of credit institutions, it is hereby stated for the 
  record that, as the Bank is a credit institution and the other 
  requirements set forth in the aforementioned Additional Provision 
  are met, the consent of the bondholder syndicates for the outstanding 
  debenture and bond issues is not required for the implementation 
  of the reduction. 
 The announcements of the Capital Reduction will be published 
  in the Official Gazette of the Spanish Commercial Registry and 
  on the Bank's corporate website ( www.santander.com ) in the 
  coming days. 
                     Thereafter, the public deed regarding the corporate resolutions 
                        on the Capital Reduction and amendment of the Bank's By-laws 
                     will be granted and subsequently registered with the Commercial 
                Registry of Santander. In addition, the delisting of the 286,309,445 
                       cancelled shares from the Spanish and foreign stock exchanges 
                     or stock markets on which the Bank's shares are listed, and the 
                      cancellation of the book-entry records of the cancelled shares 
                                 before the competent bodies will both be requested. 
 
                                           Boadilla del Monte (Madrid), 28 June 2022 
 
 
 
 
                                                               IMPORTANT INFORMATION 
                                       Non-IFRS and alternative performance measures 
                    This document contains, in addition to the financial information 
                       prepared in accordance with International Financial Reporting 
                       Standards ("IFRS") and derived from our financial statements, 
              alternative performance measures ("APMs") as defined in the Guidelines 
               on Alternative Performance Measures issued by the European Securities 
                   and Markets Authority (ESMA) on 5 October 2015 (ESMA/2015/1415en) 
                  and other non-IFRS measures ("Non-IFRS Measures"). These financial 
                       measures that qualify as APMs and non-IFRS measures have been 
                     calculated with information from Santander Group; however those 
                    financial measures are not defined or detailed in the applicable 
                     financial reporting framework nor have been audited or reviewed 
                       by our auditors. We use these APMs and non-IFRS measures when 
                    planning, monitoring and evaluating our performance. We consider 
                       these APMs and non-IFRS measures to be useful metrics for our 
                   management and investors to compare operating performance between 
                     accounting periods, as these measures exclude items outside the 
                      ordinary course performance of our business, which are grouped 
                        in the "management adjustment" line and are further detailed 
               in Section 3.2 of the Economic and Financial Review in our Directors' 
                      Report included in our Annual Report on Form 20-F for the year 
                        ended 31 December 2021. Nonetheless, these APMs and non-IFRS 
                      measures should be considered supplemental information to, and 
                   are not meant to substitute IFRS measures. Furthermore, companies 
                   in our industry and others may calculate or use APMs and non-IFRS 
                   measures differently, thus making them less useful for comparison 
                        purposes. For further details on APMs and Non-IFRS Measures, 
                 including its definition or a reconciliation between any applicable 
                       management indicators and the financial data presented in the 
                       consolidated financial statements prepared under IFRS, please 
              see the 2021 Annual Report on Form 20-F filed with the U.S. Securities 
                     and Exchange Commission (the "SEC") on 1 March 2022, as updated 
                      by the Form 6-K filed with the SEC on 8 April 2022 in order to 
                     reflect our new organizational and reporting structure, as well 
                      as the section "Alternative performance measures" of the annex 
                       to this Banco Santander, S.A. ("Santander") Q1 2022 Financial 
                     Report, published as Inside Information on 26 April 2022. These 
                 documents are available on Santander's website (www.santander.com). 
                       Underlying measures, which are included in this document, are 
                                                                  non-IFRS measures. 
                      The businesses included in each of our geographic segments and 
                   the accounting principles under which their results are presented 
                   here may differ from the included businesses and local applicable 
               accounting principles of our public subsidiaries in such geographies. 
                     Accordingly, the results of operations and trends shown for our 
                        geographic segments may differ materially from those of such 
                                                                       subsidiaries. 
                                                          Forward-looking statements 
                      Banco Santander, S.A. ("Santander") advises that this document 
                     contains "forward-looking statements" as per the meaning of the 
                        U.S. Private Securities Litigation Reform Act of 1995. These 
                     statements may be identified by words like "expect", "project", 
                     "anticipate", "should", "intend", "probability", "risk", "VaR", 
                "RoRAC", "RoRWA", "TNAV", "target", "goal", "objective", "estimate", 
                   "future" and similar expressions. Found throughout this document, 
                      they include (but are not limited to) statements on our future 
             business development, economic performance and shareholder remuneration 
               policy. However, a number of risks, uncertainties and other important 
              factors may cause actual developments and results to differ materially 
                 from our expectations. The following important factors, in addition 
                        to others discussed elsewhere in this document, could affect 
                    our future results and could cause materially different outcomes 
                   from those anticipated in forward-looking statements: (1) general 
                  economic or industry conditions of areas where we have significant 
                    operations or investments (such as a worse economic environment; 
                   higher volatility in the capital markets; inflation or deflation; 
                    changes in demographics, consumer spending, investment or saving 

                       habits; and the effects of the war in Ukraine or the COVID-19 
                     pandemic in the global economy); (2) exposure to various market 
                       risks (particularly interest rate risk, foreign exchange rate 
                   risk, equity price risk and risks associated with the replacement 
                   of benchmark indices); (3) potential losses from early repayments 
               on our loan and investment portfolio, declines in value of collateral 
                   securing our loan portfolio, and counterparty risk; (4) political 
                   stability in Spain, the United Kingdom, other European countries, 
                   Latin America and the US (5) changes in legislation, regulations, 
                     taxes, including regulatory capital and liquidity requirements, 
               especially in view of the UK exit of the European Union and increased 
                      regulation in response to financial crises; (6) our ability to 
                      integrate successfully our acquisitions and related challenges 
                       that result from the inherent diversion of management's focus 
                    and resources from other strategic opportunities and operational 
                     matters; and (7) changes in our access to liquidity and funding 
                 on acceptable terms, in particular if resulting from credit spreads 
                       shifts or downgrade in credit ratings for the entire Group or 
                                                           significant subsidiaries. 
                    Numerous factors could affect our future results and could cause 
               those results deviating from those anticipated in the forward-looking 
                      statements. Other unknown or unpredictable factors could cause 
               actual results to differ materially from those in the forward-looking 
                                                                         statements. 
                        Forward-looking statements speak only as of the date of this 
                   document and are informed by the knowledge, information and views 
                      available on such date. Santander is not required to update or 
               revise any forward-looking statements, regardless of new information, 
                                                         future events or otherwise. 
                                                                            No offer 
                       The information contained in this document is subject to, and 
                      must be read in conjunction with, all other publicly available 
                        information, including, where relevant any fuller disclosure 
                   document published by Santander. Any person at any time acquiring 
                        securities must do so only on the basis of such person's own 
                      judgment as to the merits or the suitability of the securities 
                        for its purpose and only on such information as is contained 
                       in such public information having taken all such professional 
                     or other advice as it considers necessary or appropriate in the 
                      circumstances and not in reliance on the information contained 
                       in this document. No investment activity should be undertaken 
                      on the basis of the information contained in this document. In 
                        making this document available Santander gives no advice and 
                    makes no recommendation to buy, sell or otherwise deal in shares 
                  in Santander or in any other securities or investments whatsoever. 
                  Neither this document nor any of the information contained therein 
                        constitutes an offer to sell or the solicitation of an offer 
                      to buy any securities. No offering of securities shall be made 
                      in the United States except pursuant to registration under the 
                 U.S. Securities Act of 1933, as amended, or an exemption therefrom. 
                        Nothing contained in this document is intended to constitute 
                        an invitation or inducement to engage in investment activity 
                       for the purposes of the prohibition on financial promotion in 
                                   the U.K. Financial Services and Markets Act 2000. 
                          Historical performance is not indicative of future results 
                       Statements about historical performance or accretion must not 
                       be construed to indicate that future performance, share price 
                      or results (including earnings per share) in any future period 
                 will necessarily match or exceed those of any prior period. Nothing 
                              in this document should be taken as a profit forecast. 
                                                             Third Party Information 
                        In particular, regarding the data provided by third parties, 
                      neither Santander, nor any of its administrators, directors or 
                   employees, either explicitly or implicitly, guarantees that these 
                        contents are exact, accurate, comprehensive or complete, nor 
                       are they obliged to keep them updated, nor to correct them in 
                the case that any deficiency, error or omission were to be detected. 
                  Moreover, in reproducing these contents in by any means, Santander 
                     may introduce any changes it deems suitable, may omit partially 
                     or completely any of the elements of this document, and in case 
                     of any deviation between such a version and this one, Santander 
                                           assumes no liability for any discrepancy. 
 

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June 28, 2022 12:24 ET (16:24 GMT)