Banco Santander, S.A. ("Banco Santander" or the "Bank"), in compliance with the
Securities Market legislation, hereby announces the
following
OTHER RELEVANT
INFORMATION
Banco Santander announces the pricing
of an accelerated placement (the "Placement") of 5,320,000 ordinary
shares of its subsidiary Santander Bank Polska S.A. ("Santander Bank Polska"), representing
c. 5.2% of Santander Bank Polska's existing share capital, at a
price of PLN 463 per ordinary share.
Upon settlement of the Placement,
Banco Santander will continue to hold a majority shareholding in
Santander Bank Polska, corresponding to 62.2% of Santander Bank
Polska's share capital.
In relation to the Placement, the
remaining shares in Santander Bank Polska still held by Banco
Santander will be subject to a 180-day post-closing lock up period,
subject to customary exemptions.
Settlement of the Placement is
expected to occur on a T+2 basis on 13 September 2024, on usual settlement
terms.
The Placement will increase Santander
Bank Polska's free-float and is expected to enhance the liquidity
profile of the stock and increase Santander Bank Polska's weight in
the relevant stock indices.
Banco Santander will remain a
long-term majority shareholder in Santander Bank Polska. Poland
remains a core market for Banco Santander and Banco Santander will
continue to support the current strategy of Santander Bank Polska
and its strategic targets for 2024-26, including being a top three
bank in Poland by return on equity and
Net-Promoter-Score.
Gross proceeds raised by Banco
Santander from the Placement are expected to be c. PLN 2,463
million (EUR 575 million).
The Placement is aligned with Banco
Santander's strategic focus on proactive capital allocation to
create shareholder value. Banco Santander expects to redeploy the
capital released from the Placement into value accretive organic
growth opportunities and / or additional share
buy-backs.
Banco Santander, S.A. (in its capacity
as a manager and not as shareholder selling the shares), Santander
Bank Polska S.A. - Santander Brokerage Poland (Santander Biuro
Maklerskie) House, Bank Handlowy w Warszawie S.A. - Brokerage
Office of Bank Handlowy, Citigroup Global Markets Europe AG and
Goldman Sachs Bank Europe SE acted as Joint Global Coordinators and
Joint Bookrunners for the Placement.
Boadilla del
Monte (Madrid), 10 September 2024
IMPORTANT
INFORMATION
Forward-looking statements
Santander hereby warns that this
document contains "forward-looking statements" as per the meaning
of the U.S. Private Securities Litigation Reform Act of 1995. Such
statements can be understood through words and expressions like
"expect", "project", "anticipate", "should", "intend",
"probability", "risk", "VaR", "RoRAC", "RoRWA", "TNAV", "target",
"goal", "objective", "estimate", "future", "commitment", "commit",
"focus", "pledge" and similar expressions. They include (but are
not limited to) statements on future business development,
shareholder remuneration policy and non financial
information.
While these forward-looking statements
represent our judgement and future expectations concerning our
business developments and results may differ materially from those
anticipated, expected, projected or assumed in forward-looking
statements.
In particular, forward looking
statements are based on current expectations and future estimates
about Santander's and third-parties' operations and businesses and
address matters that are uncertain to varying degrees and may
change, including, but not limited to (a) expectations, targets,
objectives, strategies and goals relating to environmental, social,
safety and governance performance, including expectations regarding
future execution of Santander's and third-parties' (including
governments and other public actors) energy and climate strategies,
and the underlying assumptions and estimated impacts on Santander's
and third-parties' businesses related thereto; (b) Santander's and
third-parties' approach, plans and expectations in relation to
carbon use and targeted reductions of emissions, which may be
affected by conflicting interests such as energy security; (c)
changes in operations or investments under existing or future
environmental laws and regulations; (d) changes in rules and
regulations, regulatory requirements and internal policies,
including those related to climate-related initiatives; (e) our own
decisions and actions including those affecting or changing our
practices, operations, priorities, strategies, policies or
procedures; (f) events that lead to damage to our reputation and
brand; (g) exposure to operational losses, including as a result of
cyberattacks, data breaches or other security incidents; and (h)
the uncertainty over the scope of actions that may be required by
us, governments and others to achieve goals relating to climate,
environmental and social matters, as well as the evolving nature of
underlying science and industry and governmental standards and
regulations.
In addition, the important factors
described in this document and other risk factors, uncertainties or
contingencies detailed in our most recent Form 20-F and subsequent
6-Ks filed with, or furnished to, the SEC, as well as other unknown
or unpredictable factors, could affect our future development and
results and could lead to outcomes materially different from what
our forward-looking statements anticipate, expect, project or
assume.
Forward-looking statements are
therefore aspirational, should be regarded as indicative,
preliminary and for illustrative purposes only, speak only as of
the date of this document, are informed by the knowledge,
information and views available on such date and are subject to
change without notice. Santander is not required to update or
revise any forward-looking statements, regardless of new
information, future events or otherwise, except as required by
applicable law. Santander does not accept any liability in
connection with forward-looking statements except where such
liability cannot be limited under overriding provisions of
applicable law.
Not a
securities offer
This document and the information it
contains does not constitute an offer to sell nor the solicitation
of an offer to buy any securities.
Past
performance does not indicate future outcomes
Statements about historical
performance or growth rates must not be construed as suggesting
that future performance, share price or results (including earnings
per share) will necessarily be the same or higher than in a
previous period. Nothing in this document should be taken as a
profit and loss forecast.
