6-K 1 dp223763_6k.htm FORM 6-K

 

 

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

Report of Foreign Issuer

 

Pursuant to Rule 13a-16 or 15d-16 of 

the Securities Exchange Act of 1934

 

For the month of January, 2025

 

Commission File Number: 001-12518

 

Banco Santander, S.A. 

(Exact name of registrant as specified in its charter)

 

Ciudad Grupo Santander 

28660 Boadilla del Monte (Madrid) Spain

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F

X

  Form 40-F

 

 

 

 

 

 

Banco Santander, S.A.

 

TABLE OF CONTENTS

 

Item

 
1 Report of Other Relevant Information dated January 23, 2025

   

 

 

 

Item 1

 

 

Banco Santander, S.A., (“Santander” or the “Offeror”) in accordance with the provisions of the securities market legislation, communicates the following:

 

OTHER RELEVANT INFORMATION

 

Further to the communication made on 16 January 2025 (registered under number 2551) regarding the invitation by Santander to holders of its outstanding GBP 600,000,000 1.50 per cent. Fixed Rate Senior Non-Preferred Instruments due 14 April 2026 (ISIN: XS2331739750) (the " Notes") to tender any and all of such Notes for purchase by the Offeror for cash, in accordance with the terms of the tender offer memorandum dated 16 January 2025 (the "Tender Offer Memorandum") (the "Offer"), the Offeror now announces the results of the Offer.

 

Capitalised terms used but not otherwise defined in this announcement shall have the meaning given to them in the Tender Offer Memorandum.

 

The Expiration Time for the Offer was 5.00 p.m. (CET) on 22 January 2025.

 

The Offeror hereby announces that it will accept for purchase in accordance with the terms and subject to the conditions set out in the Tender Offer Memorandum and at the Purchase Price GBP 412,000,000 in aggregate principal amount of the Notes as set out in the table below.

 

Description of Notes ISIN Maturity Date Aggregate principal amount accepted Benchmark Security Benchmark Security Rate Purchase Spread Purchase Yield Purchase Price (expressed as a percentage)
GBP 600,000,000 1.5 per cent. Fixed Rate Senior Non-Preferred Instruments due April 2026 XS2331739750 14 April 2026 GBP 412,000,000 0.125 per cent. UK Treasury Gilt due January 2026 (ISIN: GB00BL68HJ26) 3.898%

+75 bps.

 

4.702%  96.309%

 

Notes purchased by the Offeror pursuant to the Offer will be cancelled by the Offeror and will not be re-issued or re-sold. Notes which have not been validly submitted or validly submitted but not accepted for purchase pursuant to the Offer will remain outstanding. Following the Settlement Date, there will be an outstanding nominal amount of GBP 188,000,000 Notes.

 

Payment of the Tender Consideration in respect of the Notes accepted for purchase by the Offeror will occur on the Settlement Date, which is expected to be 27 January 2025.

 

Any requests for information in relation to the Offer should be directed to the Sole Dealer Manager or the Tender Agent whose contact details are listed below.

 

 

 


SOLE DEALER MANAGER
 

Santander Corporate and Investment Banking
Ciudad Grupo Santander
Avenida de Cantabria s/n
28660
Madrid, Spain
Attn: Liability Management
Email: liabilitymanagement@gruposantander.com

 
 
THE TENDER AGENT
Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom
Tel: +44 20 7704 0880
Attn: David Shilson / Scott Boswell
Email: santander@is.kroll.com
Website:  https://deals.is.kroll.com/santander

Boadilla del Monte (Madrid), 23 January 2025

 

 

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

 

DISCLAIMER

 

This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offer. If any Qualifying Holder is in any doubt as to the contents of this announcement, the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial, legal, regulatory and tax advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.

 

The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Offeror, the Sole Dealer Manager and the Tender Agent to inform themselves about, and to observe, any such restrictions.

 

  

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

    Banco Santander, S.A.
     
     
Date: January 23, 2025   By: /s/ Pedro de Mingo Kaminouchi
        Name: Pedro de Mingo Kaminouchi
        Title: Head of Corporate Compliance