Banco Santander, S.A.,
("Santander" or the
"Offeror") in accordance
with the provisions of the securities market legislation,
communicates the following:
INSIDE
INFORMATION
Santander announces that it is inviting holders (subject to the offer
restrictions set forth below) of its outstanding €1,500,000,000
1.375 per cent. Senior Non-Preferred Instruments due January 2026
(ISIN: XS2168647357) (the "EUR SNP
Notes") and €1,750,000,000 3.750 per
cent. Fixed Rate Senior Preferred Instruments due January 2026
(ISIN: XS2575952424) (the "EUR SP
Notes" and, together with the EUR SNP Notes, the
"Notes" and each a
"Series")
to tender any and all of such Notes for purchase
by the Offeror for cash, subject to applicable law and regulation,
the offer and distribution restrictions and the other conditions
described in the tender offer memorandum dated 23 September 2024
(the "Tender Offer
Memorandum") (the "Offers"). Below is a table with the
characteristics of the Notes and the Offers conditions for its
holders:
|
Description of Notes
|
ISIN
|
Outstanding Nominal Amount
|
Maturity Date
|
Bloomberg Reference Page
|
Reference Benchmark
|
Purchase Spread
|
Amount subject to the Offers
|
|
€1,500,000,000 1.375 per cent.
Senior Non-Preferred Instruments due January 2026
|
XS2168647357
|
€1,500,000,000
|
5 January 2026
|
IRSB, Euro zone, pricing source:
BGN
|
EUR SNP Interpolated Mid-Swap
Rate
|
+15 bps.
|
Any and all of the Notes
|
|
€1,750,000,000 3.750 per cent. Fixed
Rate Senior Preferred Instruments due January 2026
|
XS2575952424
|
€1,750,000,000
|
16 January 2026
|
IRSB, Euro zone, pricing source:
BGN
|
EUR SP Interpolated Mid-Swap
Rate
|
+5 bps.
|
THE
OFFERS WILL COMMENCE ON 23 SEPTEMBER 2024 AND WILL EXPIRE AT 5.00
P.M. (CET TIME) ON 27 SEPTEMBER 2024 (THE "EXPIRATION TIME") UNLESS
EXTENDED, WITHDRAWN, AMENDED OR TERMINATED AT THE SOLE AND ABSOLUTE
DISCRETION OF THE OFFEROR.
THE
DEADLINES SET BY ANY INTERMEDIARY OR CLEARING SYSTEM MAY BE EARLIER
THAN THE ABOVE DEADLINE.
The Offers are made on the terms and
subject to the conditions contained in the Tender Offer Memorandum
and should be read in conjunction with the Tender Offer Memorandum.
Capitalised terms used but not otherwise defined in this
announcement shall have the meaning given to them in the Tender
Offer Memorandum.
The submission of a valid Tender
Instruction through the Clearing Systems will be irrevocable except
in the limited circumstances in which the revocation of a Tender
Instruction is specifically permitted in accordance with the terms
of the Offers.
The Notes may only be Offered for Sale in multiples of €100,000, being
the minimum denomination of the Notes.
Rationale for the Offers
The rationale for the Offers is to
optimise the liquidity, debt maturity and TLAC/MREL instruments
eligibility profile of the Offeror. Notes purchased by the Offeror
pursuant to the Offers will be cancelled and will not be re-issued
or re-sold. Notes which have not been validly submitted and
accepted for purchase pursuant to the Offers will remain
outstanding.
Amount subject to the Offers
The Offeror proposes to accept any
and all Notes tendered pursuant to the Offers on the terms and
subject to the conditions contained in the Tender Offer Memorandum.
The acceptance for purchase by the Offeror of Notes tendered
pursuant to any Offer is at the sole discretion of the Offeror and
Offers to Sell may be rejected by the Offeror for any
reason.
Purchase Price
The Purchase Price
of the EUR SNP Notes will be calculated by the Sole Dealer
Manager at or around 11:00 a.m. (CET)(the "Pricing Time") on 30 September 2024
(the "Pricing Date") as the
price (expressed as a percentage of the
nominal amount of the EUR SNP Notes accepted for purchase pursuant
to the relevant Offer, and rounded to the
third decimal place, with 0.0005 being rounded upwards) equal to
(a) each remaining payment of principal and interest on the EUR SNP
Notes up to and including 5 January 2026 (being the maturity date
of the EUR SNP Notes), discounted to 2 October 2024 (the
"Settlement Date") at a
discount rate equal to the sum of the EUR SNP Interpolated Mid-Swap
Rate and the relevant Purchase Spread, less (b) the interest
accrued and unpaid (if any) on the relevant Notes from (and
including) the interest payment date in respect of such Notes
immediately preceding the Settlement Date to (but excluding) the
Settlement Date, calculated in accordance with the terms and
conditions of the relevant Notes (the "Accrued Interest").
The Purchase Price of the EUR SP
Notes will be calculated by the Sole Dealer Manager at or around
the Pricing Time on the Pricing Date as the price (expressed as a
percentage of the nominal amount of the EUR SP Notes accepted for
purchase pursuant to the relevant Offer, and rounded to the third
decimal place, with 0.0005 being rounded upwards) equal to (a) each
remaining payment of principal and interest on the EUR SP Notes up
to and including 16 January 2026 (being the maturity date of the
EUR SP Notes), discounted to the Settlement Date at a discount rate
equal to the sum of the EUR SP
Interpolated Mid-Swap Rate and the relevant
Purchase Spread, less (b) the relevant Accrued Interest.
The determination of the relevant
Purchase Price by the Sole Dealer Manager will, in the absence of
manifest error, be final and binding on all parties.
New
Notes and Priority Allocation
The Offeror also announces its
intention, subject to market
conditions, to issue two new series of euro-denominated fixed rate senior non
preferred notes under the Programme (the "New
Notes").
A Holder who wishes to subscribe for
New Notes in addition to tendering its Notes for purchase pursuant
to the Offers may be eligible to receive, at the sole and absolute
discretion of the Offeror, priority in the allocation of the New
Notes, subject to the issue of the New Notes and such Holder making
a separate application for the purchase of such New Notes. Please
refer to the Tender Offer Memorandum for further
details.
Holders should note that the pricing and allocation of the New
Notes are expected to take place prior to the Expiration Time for
the Offers and any Holder that wishes to subscribe for New Notes in
addition to tendering existing Notes for purchase pursuant to any
of the Offers should therefore provide, as soon as practicable, and
prior to the allocation of the New Notes, to the Sole Dealer
Manager any indications of a firm intention to tender Notes for
purchase pursuant to the Offers and the quantum of Notes that it
intends to tender in order for this to be taken into account as
part of the New Notes allocation process.
The New Notes are being offered
outside the United States to non-U.S. persons, pursuant to the
provisions of Regulation S ("Regulation S") of the United States
Securities Act of 1933, as amended (the "Securities Act"). The New Notes will
not be registered under the Securities
Act or the securities laws of any state or
other jurisdiction of the United States and may not be offered or
sold in the United States or delivered, directly or indirectly,
within the United States or to, or for the account or benefit of,
U.S. persons absent registration or an applicable exemption from
the registration requirements of the Securities Act. Any investment
decision to purchase any New Notes should be made solely on the
basis of the information contained in (i)
the Base Prospectus and (ii) each of the final terms in respect of
the New Notes (when available).
Acceptance of Offers to Sell Notes
Until the Offeror announces whether
it has decided to accept valid Offers to Sell pursuant to any or
all of the Offers, no assurance can be given that any Notes validly
Offered for Sale pursuant to the Offer will be accepted. The
acceptance of any Notes validly Offered for Sale is at the sole and
absolute discretion of the Offeror and the Offeror reserves the
absolute right not to accept any Notes validly Offered for Sale
pursuant to the Offers.
Tender Consideration
The consideration (the "Tender Consideration") payable on the
Settlement Date to a Qualifying Holder whose Notes are validly
Offered for Sale and accepted for purchase by the Offeror pursuant
to the Offer will be an amount in euro equal to the sum
of:
(i) the
product of (x) the Purchase Price and (y) the nominal amount of the
relevant Notes; and
(ii) the
relevant Accrued Interest Amount in respect of such
Notes,
rounded, if necessary, to the
nearest €0.01, with €0.005 being rounded upwards.
Extension, Termination and Amendment
The Offeror reserves the right to
extend, withdraw, terminate or amend the terms and conditions of
the Offers at any time following the announcement of the Offers and
prior to the announcement of the result of the Offers, as described
in the Tender Offer Memorandum under the heading "Extension, Termination and
Amendment".
Expected Timetable of Events
|
Events/Dates
|
Times and Dates
|
|
Launch Date
Offers announced and Tender Offer
Memorandum available to Qualifying Holders upon request from the
Tender Agent
|
23 September 2024
|
|
Pricing of the New Notes
|
23 September 2024
|
|
Expiration Time
Deadline for receipt by the Tender
Agent of Tender Instructions.
Qualifying Holders should note that Tender Instructions must
be submitted in accordance with the deadlines of the Clearing
System, which will be before the Expiration Time.
|
5.00 p.m. (CET) on 27 September
2024
|
|
Pricing Time
Determination of the EUR SNP
Interpolated Mid-Swap Rate, the EUR SP Interpolated Mid-Swap Rate,
the EUR SNP Repurchase Yield, the EUR SP Repurchase Yield, the EUR
SNP Purchase Price and the EUR SP Purchase Price.
|
At or around 11.00 a.m. (CET) on 30
September 2024
|
|
Announcement of the Results of the Offers
Announcement of (i) whether the
Offeror will accept any and all of the Notes pursuant to the Offers
and, if so accepted, (ii) for any Series
accepted for purchase, the pricing details, being, as applicable,
the EUR SNP Interpolated Mid-Swap Rate, the EUR SP Interpolated
Mid-Swap Rate, the EUR SNP Repurchase Yield, the EUR SP Repurchase
Yield, the EUR SNP Purchase Price, the EUR SP Purchase Price and
the relevant Accrued Interest Amount, and (iii) confirmation of the
Settlement Date, the final aggregate principal amount of the Notes
of each Series tendered pursuant to the Offers and the nominal
amount of Notes that will remain outstanding after the Settlement
Date.
|
As soon as reasonably practicable
after the Pricing Time on 30 September 2024
|
|
Settlement Date
Issue and settlement of the New Notes
(subject to the satisfaction of certain conditions precedent set
out in the subscription agreement to be entered into by the Offeror
and the relevant managers in respect of the New Notes). Payment of
Tender Consideration in respect of Notes accepted for
purchase.
|
Expected to be 2 October
2024
|
|
|
|
This is an indicative timetable and is subject to the right of
the Offeror to extend, re-open, amend and/or terminate the Offers
(subject to applicable law and as provided in the Tender Offer
Memorandum).
Announcements and notices to be given to Qualifying Holders in
connection with the Offers will be made (i) by way of communication
to the Spanish Securities Market Commission (Comisión Nacional del
Mercado de Valores) (the "CNMV") and (ii) by the delivery of
notices to the Clearing Systems for communication to Direct
Participants. Announcements may also be made by issue of a press
release to one or more Notifying News Service(s). Copies of all
such announcements, press releases and notices can also be obtained
upon request from the Tender Agent.
Significant delays may be experienced where notices are
delivered through the Clearing Systems and Qualifying Holders are
urged to contact the Tender Agent for the relevant announcements
during the Offer Period.
Qualifying Holders are advised to check with any Intermediary
through which they hold their Notes as to the deadlines by which
such Intermediary would require receipt of instructions from
Qualifying Holders to participate in, or to withdraw their
instructions to participate in, the Offers in accordance with the
terms and conditions of the Offers as described in the Tender Offer
Memorandum in order to meet the relevant deadlines (which will be
earlier than the deadlines set out above) and the corresponding
deadlines set by the Clearing Systems.
Banco Santander, S.A. is acting as Sole Dealer
Manager for the Offers and Kroll Issuer Services Limited is acting
as Tender Agent. For detailed terms of the Offers please refer to
the Tender Offer Memorandum which (subject to offers and
distribution restrictions) can be obtained from the Sole Dealer
Manager and the Tender Agent referred to below.
Holders having questions regarding the Offers may contact the
Sole Dealer Manager and the Tender Agent at the contact details set
out at the end of this announcement. Questions or requests for
assistance in participating in the Offers and the delivery of
Tender Instructions may be directed to the Tender
Agent.
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: Owen Morris
Email: santander@is.kroll.com
Website: https://deals.is.kroll.com/santander
|
Boadilla
del Monte (Madrid), 23 September 2024
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.
ADDITIONAL
INFORMATION
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 Offers. 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. No
offer or invitation to acquire any securities is being made
pursuant to this announcement.
None of the Offeror, the Sole Dealer
Manager or the Tender Agent or any of their respective directors,
employees, officers, agents or affiliates expresses any opinion
about the merits of the Offer or makes any recommendation as to
whether or not any Qualifying Holder should Offer to Sell its Notes
and no one has been authorised by the Offeror, the Sole Dealer
Manager or the Tender Agent to make any such
recommendation.
OFFER RESTRICTIONS
United States
The Offers are not being made, and
will not be made, directly or indirectly in or into, or by use of
the mails of, or by any means or instrumentality of interstate or
foreign commerce of, or of any facilities of a national securities
exchange of, the United States. This includes, but is not limited
to, facsimile transmission, electronic mail, telex, telephone, the
internet and other forms of electronic communication. The Notes may
not be tendered in the Offers by any such use, means,
instrumentality or facility from or within the United States or by
persons located or resident in the United States as defined in
Regulation S of the U.S. Securities Act of 1933, as amended (the
"Securities
Act").
Accordingly, copies of the Tender
Offer Memorandum and any other documents or materials relating to
the Offers are not being, and must not be, directly or indirectly,
mailed or otherwise transmitted, distributed or forwarded
(including, without limitation, by custodians, nominees or
trustees) in or into the United States. Any purported tender of
Notes in the Offers resulting directly or indirectly from a
violation of these restrictions will be invalid, and any purported
tender of Notes made by a person located in the United States or
any agent, fiduciary or other intermediary acting on a
non-discretionary basis for a principal giving instructions from
within the United States will be invalid and will not be
accepted.
The Tender Offer Memorandum is not
an offer to buy or sell, or a solicitation of an offer to buy or
sell, any Notes or other securities in the United States.
Securities may not be offered or sold in the United States absent
registration under, or an exemption from the registration
requirements of, the Securities Act.
Each Holder of Notes participating
in the Offers will represent that it is not located in the United
States and it is not participating in the Offers from the United
States or it is acting on a non-discretionary basis for a principal
located outside the United States that is not giving an order to
participate in the Offers from the United States.
For the purposes of this and above
paragraphs, "United States"
means the United States of America, its territories and
possessions, any state of the United States of America and the
District of Columbia.
United Kingdom
The communication of the Tender
Offer Memorandum and any other documents or materials relating to
the Offers 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 as a financial promotion is only being made to, and may
only be acted upon by, those persons in the United Kingdom falling
within the definition of investment professionals (as defined in
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Financial Promotion Order")) or persons
who are within Article 43 of the Financial Promotion Order or any
other persons to whom it may otherwise lawfully be made under the
Financial Promotion Order.
France
The Tender Offer Memorandum and any
documents or offering materials relating to the Offers may not be
distributed in the Republic of France except to qualified investors
(investisseurs qualifiés) as defined in Article 2(e) of the
Prospectus Regulation, as amended, and Article L.411-2 of the
French Code monétaire et financier as amended from time to time.
The Tender Offer Memorandum has not been and will not be submitted
for clearance to nor approved by the Autorité des marchés
financiers.
Republic of Italy
None of the Offers, the Tender Offer
Memorandum or any other documents or materials relating to the
Offers has been or will be submitted to the clearance procedures of
the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and
regulations. The Offers are being carried out in the Republic of
Italy ("Italy") as exempted
offers 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. Holders or beneficial owners of the Notes
that are located in Italy may tender their Notes in the Offers
through authorised persons (such as investment firms, banks or
financial intermediaries permitted to conduct such activities in
Italy in accordance with the Financial Services Act, CONSOB
Regulation No. 20307 of 15 February 2018, as amended from time to
time, and Legislative Decree No. 385 of 1 September 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-à-vis its clients in connection with the Notes and/or the
Offers.
Spain
Neither the Offers nor the Tender
Offer Memorandum constitute an offer of securities or the
solicitation of an offer of securities in Spain which require the
approval and the publication of a prospectus under Regulation (EU)
2017/1129, Spanish Law 6/2023, of 17 March, on the Securities
Markets and the Investment Services (Ley 6/2023, de 17 de marzo, de los Mercados
de Valores y de los Servicios de Inversión), as amended from
time to time, and its ancillary and related regulations.
Accordingly, the Tender Offer Memorandum has not been and will not
be submitted for approval nor approved by the Spanish Securities
Market Regulator (Comisión Nacional del Mercado de Valores, the
"CNMV").
General
The Tender Offer Memorandum does not
constitute an offer to buy or the solicitation of an offer to sell
the New Notes, and tenders of Notes for purchase pursuant to the
Offer will not be accepted from Holders, in any circumstances in
which such offer or solicitation is unlawful.
In addition to the representations
referred to above, each holder of Notes
participating in the Offers will also be deemed to give certain
representations and warranties in respect of the jurisdictions
referred to above and generally as set out in "Procedures for submitting Offers to Sell -
Representations, warranties and undertakings by the Holders and
Direct Participants" of the Tender Offer Memorandum. Any
Offer to Sell Notes pursuant to the Offer from a Holder or its
Direct Participant that is unable to make these representations and
warranties will not be accepted. Each of the Offeror, the Sole
Dealer Manager and the Tender Agent reserves the right, in its
absolute discretion, to investigate, in relation to any Offer to
Sell Notes, whether any such representation and warranty given by a
Holder is correct and, if such investigation is undertaken and as a
result the Offeror, the Sole Dealer Manager or the Tender Agent
determines (for any reason) that such representation and warranty
is not correct, such Offer to Sell shall not be
accepted.
NEW
NOTES
Any investment decision to purchase
any New Notes should be made solely on the basis of the information
contained in (i) the base prospectus approved by the Central Bank
of Ireland on 13 March 2024 in connection with the programme for
the issuance of debt instruments of the Offeror, as supplemented by
the supplement thereto dated 9 August 2024 (together, the
"Base
Prospectus") and (ii) each of the
final terms in respect of the New Notes (when available). The Base
Prospectus is available on the website of the Offeror and
on the website of Euronext Dublin
(https://live.euronext.com/).
The offering of the New Notes may be
restricted by law in certain jurisdictions and therefore persons
into whose possession this announcement comes should inform
themselves about and observe any such restrictions. Any failure to
comply with these restrictions could result in a violation of the
laws of any such jurisdiction.
MiFID II product governance / Professional investors
and
ECPs only target market -
Solely for the purposes of each manufacturer's product approval
process, the target market assessment in respect of the
New Notes has led to the conclusion that: (i) the
target market for the New Notes is eligible counterparties and
professional clients only, each as defined in Directive 2014/65/EU,
as amended ("MiFID II");
and (ii) all channels for distribution of the New Notes to
eligible counterparties and professional clients are appropriate.
Any person subsequently offering, selling or recommending the New
Notes (a "distributor")
should take into consideration the manufacturers' target market
assessment; however, a distributor subject to MiFID II is
responsible for undertaking its own target market assessment in
respect of the New Notes (by either adopting or refining the
manufacturers' target market assessment) and determining
appropriate distribution channels
EU
PRIIPs Regulation / PROHIBITION OF SALES TO EEA RETAIL
INVESTORS - The New Notes are not intended to be offered, sold or otherwise
made available to and should not be offered, sold or otherwise made
available to any retail investor in the European Economic Area
("EEA"). For these
purposes, a retail investor means a person who is one (or more) of:
(i) a retail client as defined in point (11) of Article 4(1) of
MiFID II; (ii) a customer within the meaning of Directive (EU)
2016/97, as amended, where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of
MiFID II; or (iii) not a qualified investor as defined in
Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation"). Consequently,
no key information document required by Regulation (EU) No
1286/2014 (the "EU PRIIPs
Regulation") for offering or selling the New Notes or
otherwise making them available to retail investors in the EEA has
been prepared and therefore offering or selling the New Notes or
otherwise making them available to any retail investor in the EEA
may be unlawful under the EU PRIIPs Regulation.
UK
MiFIR product governance / Professional investors and ECPs only
target market - Solely for the
purposes of each manufacturer's product approval process, the
target market assessment in respect of the New Notes has led to the
conclusion that: (i) the target market for the New Notes is only
eligible counterparties, as defined in the FCA Handbook Conduct of
Business Sourcebook ("COBS"), and professional
clients, as defined in Regulation (EU) No. 600/2014 as it forms
part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("UK
MiFIR"); and (ii) all channels for
distribution of the New Notes to eligible counterparties and
professional clients are appropriate. Any person subsequently
offering, selling or recommending the New Notes (a
"distributor") should take into
consideration the manufacturers' target market assessment; however,
a distributor subject to the FCA Handbook Product Intervention and
Product Governance Sourcebook (the "UK MiFIR Product Governance
Rules") is responsible for
undertaking its own target market assessment in respect of the New
Notes (by either adopting or refining the manufacturers' target
market assessment) and determining appropriate distribution
channels
UK
PRIIPs Regulation / PROHIBITION OF SALES TO UK RETAIL
INVESTORS - The New Notes are not
intended to be offered, sold or otherwise made available to and
should not be offered, sold or otherwise made available to any
retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who
is one (or more) of: (i) a retail client, as defined in point (8)
of Article 2 of Regulation (EU) No. 2017/565 as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018
(the "EUWA"); or (ii) a customer
within the meaning of the provisions of the Financial Services and
Markets Act 2000 and any rules or regulations made under the FSMA
to implement Directive (EU) 2016/97, where that customer would not
qualify as a professional client, as defined in point (8) of
Article 2(1) of Regulation (EU) No. 600/2014 as it forms part of UK
domestic law by virtue of the EUWA; or (iii) not a qualified
investor as defined in Article 2 of the Prospectus Regulation as it
forms part of UK domestic law by virtue of the EUWA. Consequently,
no key information document required by Regulation (EU) No.
1286/2014 as it forms part of UK domestic law by virtue of the EUWA
(the "UK
PRIIPs Regulation") for offering or
selling the New Notes or otherwise making them available to retail
investors in the UK has been prepared and therefore offering or
selling the New Notes or otherwise making them available to any
retail investor in the UK may be unlawful under the UK PRIIPs
Regulation.
The New Notes are being offered
outside the United States to non-U.S. persons, pursuant to the
provisions of Regulation S. The New Notes will not be registered
under the Securities Act or the securities laws of any state or
other jurisdiction of the United States and may not be offered or
sold in the United States or delivered, directly or indirectly,
within the United States or to, or for the account or benefit of,
U.S. persons absent registration or an applicable exemption from
the registration requirements of the Securities Act. Any investment
decision to purchase any New Notes should be made solely on the
basis of the information contained in (i)
the Base Prospectus and (ii) each of the final terms in respect of
the New Notes (when available).
The New Notes are not being, and
will not be, offered or sold in the United States. Nothing in this
announcement constitutes an offer to sell or the solicitation of an
offer to buy the New Notes in the United States or any other
jurisdiction. The New Notes may not be offered, sold or delivered
in the United States absent registration under, or an exemption
from the registration requirements of, the Securities Act. The New
Notes have not been, and will not be, registered under the
Securities Act or the securities laws of any state or other
jurisdiction of the United States and may not be offered, sold or
delivered, directly or indirectly, within the United States or to,
or for the account or benefit of, U.S. persons (as defined in
Regulation S under the Securities Act).
This announcement is not being
distributed to, and must not be passed on to, the general public in
the UK and is not intended to be an invitation or inducement to
engage in investment activity for the purpose of Section 21 of the
FSMA. This announcement is directed only at: (i) persons who are
outside the UK; (ii) persons who are investment professionals
within the meaning of Article 19(5) of the Financial Promotion
Order; (iii) high net worth entities falling within Article
49(2)(a) to (d) of the Financial Promotion Order or (iv) any other
persons to whom this announcement for the purposes of Section 21 of
the FSMA can otherwise lawfully be distributed (all such persons
together being referred to as "relevant persons"), and must not be
acted on or relied upon by persons other than relevant persons. Any
investment or investment activity to which this announcement
relates is available only to and will be engaged in only with
relevant persons.
Neither the New Notes nor the Base
Prospectus have been registered with the CNMV. On such basis, the
New Notes may not be offered, sold or distributed, nor may any
subsequent resale of New Notes be carried out in Spain, except in
circumstances which do not require the registration of a prospectus
in Spain in compliance with all legal and regulatory requirements
under Spanish securities laws. No publicity or marketing of any
kind shall be made in Spain in relation to the New
Notes.
This announcement is not an offer of
securities or investments for sale nor a solicitation of an offer
to buy securities or investments in any jurisdiction where such
offer or solicitation would be unlawful. No action has been taken
that would permit an offering of the New Notes or possession or
distribution of this announcement in any jurisdiction where action
for that purpose is required. Persons into whose possession this
announcement comes are required to inform themselves about and to
observe any such restrictions.