Banco Santander, S.A. announced that it is inviting holders of its outstanding GBP 600,000,000, 1.50% Fixed Rate Senior Non-Preferred Instruments due 14 April 2026 (the Notes) 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 16 January 2025 (Tender Offer Memorandum) (Offer). The offer will commence on 16 January 2025 and will expire on 22 January 2025 (expiration time) unless extended, withdrawn, amended or terminated at the sole and absolute discretion of the offeror. Purchase Price: The Purchase Price of the Notes will be calculated by the Sole Dealer Manager at or around on 23 January 2025 (the "Pricing Date") in accordance with market convention as the price equal to (a) each remaining payment of principal and interest on the Notes up to and including 14 April 2026 (being the maturity date of the Notes), discounted to 27 January 2025 (the "Settlement Date") at a discount rate equal to the annualised sum of the Benchmark Security Rate and the Purchase Spread (such sum, the "Purchase Yield"), less (b) the interest accrued and unpaid (if any) on the 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 Notes (the "Accrued Interest").
The Purchase Price is intended to reflect a yield to maturity of the Notes on the Settlement Date based on the Purchase Yield. The determination of the Purchase Price by the Sole Dealer Manager will, in the absence of manifest error, be final and binding on all parties. 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) and Payment of Tender Consideration in respect of Notes accepted for purchase is Expected to be 27 January 2025.
Offer announced and Tender Offer memorandum available to Qualifying Holders upon request from the Tender Agent is dated 16 January2025.