Santander Announces a Cash Tender Offer for Santander Issuances, S.A. Unipersonal's Fixed-to-Floating Callable Subordinated Notes due 2019 (ISIN/CUSIP: US80281TAD00/80281TAD0 (144A) and USE8682YAS75/E8682YAS7 (Reg S))

MADRID, March 6, 2013 /PRNewswire/ -- Banco Santander, S.A. ("Santander") today announced the commencement of a cash tender offer (the "Tender Offer") for any and all of the outstanding Fixed-to-Floating Callable Subordinated Notes due 2019 issued by Santander Issuances, S.A. Unipersonal (the "Notes"). The Notes are listed on the London Stock Exchange. Santander holds approximately $4,750,000 of the total $257,500,000 principal amount of the Notes outstanding. The Tender Offer will expire at 5:00 p.m., New York City time on March 13, 2013 unless extended.

Santander will pay holders (the "Noteholders") $102,000 per $100,000 principal amount of Notes validly tendered and accepted for purchase pursuant to the Tender Offer, plus accrued and unpaid interest to, but not including, the settlement date. Settlement is expected to occur on or around March 19, 2013.  The Tender Offer is being undertaken as a part of the Bank's active management of liabilities and capital, and is focused on core capital generation as well as the optimization of the future interest expense. The Tender Offer is also designed to provide liquidity in the market and to offer Noteholders the possibility to exit their investment in the Notes.

Additional terms and conditions of the Tender Offer are contained in the Offer to Purchase dated March 6, 2013, which is being sent to holders of the Notes.

Requests for copies of the Offer to Purchase may be directed to the Information and Tender Agent for the Tender Offer, Lucid Issuer Services Limited ("Lucid"), in London at 44-(0)-207-704-0880, Attention: David Shilson / Paul Kamminga, or via email at [email protected].  The Dealer Managers for the Tender Offer are BofA Merrill Lynch and Santander.  Questions regarding the Tender Offer can be directed to Lucid at the contact information listed above, to BofA Merrill Lynch, 214 North Tryon Street, 21^st Floor, Charlotte, NC 28255, Attention: Liability Management Group, 1-888-292-0070 (toll-free) or 1-980-387-3907 (collect) or to Santander Investment Securities Inc. at 45 East 53rd Street, New York, NY 10022, Attention: Syndicate Department, 1-212-407-0995.

The Tender Offer will not be made to, and any tenders will not be accepted from, or on behalf of, holders in any jurisdiction in which the making of such a tender offer would not be in compliance with the laws or regulations of such jurisdictions.  

THE TENDER OFFER IS SUBJECT TO OFFER AND DISTRIBUTION RESTRICTIONS IN ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE OF THE TENDER OFFER WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTIONS, INCLUDING APPLICABLE SECURITIES OR "BLUE SKY" LAWS.  THE DISTRIBUTION OF THIS ANNOUNCEMENT IN THOSE JURISDICTIONS IS RESTRICTED BY THE LAWS OF SUCH JURISDICTIONS.

Offer and Distribution Restrictions

Belgium 

Neither the Offer to Purchase nor any other documents or materials relating to the Tender Offer have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority (Autorite des services et marches financiers/Autoriteit voor Financiele Markten en Diensten) and, accordingly, the Tender Offer may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian Law of 1 April 2007 on public takeover bids or as defined in Article 3 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (together, the Belgian Public Offer Law), each as amended or replaced from time to time.  Accordingly, the Tender Offer may not be advertised and the Tender Offer will not be extended, and neither the Offer to Purchase nor any other documents or materials relating to the Tender Offer (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Public Offer Law (as amended from time to time), acting on their own account.  Insofar as Belgium is concerned, the Offer to Purchase has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Tender Offer.  Accordingly, the information contained in the Offer to Purchase may not be used for any other purpose or disclosed to any other person in Belgium.

France

The Tender Offer is not being made, directly or indirectly, to the public in the Republic of France (France).  Neither the Offer to Purchase nor any other document or material relating to the Tender Offer has been or shall be distributed to the public in France and only to (i) providers of investment services relating to portfolio management for the account of third parties (personnes foumissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifies) other than individuals, in each case acting on their own account and all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 et seq of the French Code Monetaire et Financier, are eligible to participate in the Offers.  The Offer to Purchase has not been and will not be submitted for clearance to nor approved by the Autorite des Marches Financiers.

Japan

The Tender Offer is not being made, directly or indirectly, in Japan or to, or for the benefit of, any Resident of Japan (as defined under Item 5, Paragraph 1, Article 6 of the Foreign Exchange and Foreign Trade Act (Act No. 228 of 1949, as amended)) or to others, directly or indirectly, in Japan to, or for the benefit of a Resident of Japan, except pursuant to an exemption from the registration requirements and otherwise in compliance with, the Financial Instruments and Exchange Act (Act No. 25 of 1948, as amended) (FIEA) and any other applicable laws, regulations and ministerial guidelines of Japan.

Republic of Italy

None of the Tender Offer, the Offer to Purchase or any other documents or materials relating to the Tender Offer have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Societa e la Borsa (CONSOB), pursuant to applicable Italian laws and regulations.

The Tender Offer is being carried out in the Republic of Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the Financial Services Act) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended (the Issuers' Regulation), as the case may be. The Tender Offer is also being carried out in compliance with article 35-bis, paragraph 7 of the Issuers' Regulation.

A holder of Notes located in the Republic of Italy can tender Notes through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-a-vis its clients in connection with the Notes or the Tender Offer.

Spain

Neither the Tender Offer nor the Offer to Purchase constitute an offer of securities or the solicitation of an offer of securities to the public in Spain under the Spanish Securities Market Law (Ley 24/1988, de 28 de Julio, del Mercado de Valores), Royal Decree 1310/2005, of 4 November 2005 and Royal Decree 1066/2007, of 27 July 2007. Accordingly, the Offer to Purchase has not been submitted for approval and has not been approved by the Spanish Securities Market Regulator (Comision Nacional del Mercado de Valores).

United Kingdom 

The communication of this announcement and the Offer to Purchase and any other documents or materials relating to the Tender Offer is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the Financial Services and Markets Act 2000 on the basis that it is only directed at and may be communicated to (1) those persons who are existing members or creditors of Banco Santander or any of its subsidiaries that are not open-ended investment companies or other persons within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the Financial Promotion Order)), (2) those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Promotion Order and (3) to any other persons to whom these documents and/or materials may lawfully be communicated in accordance with the Financial Promotion Order.

SOURCE Banco Santander, S.A.