Last checked at 4 Jul 2017 11:54
MATERIAL FACT
Further to the relevant fact communication dated 3 July 2017 in connection with the capital increase with pre-emptive subscription rights of Banco Santander, S.A. (the "Capital Increase" and "Banco Santander" respectively) (registry number 254,210), Banco Santander informs that on the date hereof the Share Registration Document of Banco Santander, as well as the Share Securities Note and the Summary in connection with the Capital Increase, have been approved by the Spanish Securities Market Commission ("CNMV") and registered in its official records. The Share Registration Document, alongside with the Share Securities Note and the Summary, constitute the Informative Prospectus in connection with the Capital Increase, which, as from the date hereof, is available at the web pages of the CNMV (www.cnmv.es) and of Banco Santander (www.santander.com).
Boadilla del Monte (Madrid), 4 July 2017
IMPORTANT INFORMATION
The present announcement is not an informative prospectus but an informative communication and investors should not subscribe any new shares of Banco Santander, S.A. ("Banco Santander" or the "Bank") or purchase any pre-emptive subscription rights for new shares of the Bank's Capital Increase referred to herein except on the basis of the information contained in the prospectus of the rights issue which Banco Santander has registered with the Comisión Nacional del Mercado de Valores ("CNMV on the date hereof and is publicly available at the Bank's registered address and, in electronic format, in the web pages of the Bank (www.santander.com) and the CNMV (www.cnmv.es). Likewise, the Bank has requested the community passport of the informative prospectus for the purposes of it being cross-border effective in the United Kingdom, Italy, Portugal and Poland.
This communication does not constitute an offer to sell, or a solicitation of offers to subscribe, the pre-emptive subscription rights or the new shares of the share capital increase in any jurisdiction in which such offer or solicitation is unlawful or, as the case may be, until the applicable requirements for those purposes have been met. The distribution of this communication and/or the prospectus and/or the transfer of pre-emptive subscription rights and/or new shares into jurisdictions other than Spain, the United Kingdom, Italy, Portugal and Poland may be restricted by law. Persons who gain access to the information set out herein should be aware of and comply with any such restrictions. Any failure to comply with them may constitute a breach of the securities laws of any such jurisdiction.
This communication (i) must not be construed in any way to be a request to buy or to sell securities or any related financial instruments in Brazil, and (ii) must not be construed in any way to be a public offering of securities in Brazil. The Brazilian Securities Commission (Comissão de Valores Mobiliários) has not authorised the public offering of shares to which this communication refers nor of any securities related to such shares. Hence, the said shares cannot be offered to the public in Brazil.
The Bank has filed a registration statement (including a prospectus) with the SEC for the capital increase and the offering of new shares and subscription rights to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Bank has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, you may obtain a copy of the prospectus from Citigroup by calling toll free 1-800-831-9146 or UBS by calling toll free 1-877-387-2275.
Authorisation for the public offering of the new Banco Santander shares and their admission to trading in the Buenos Aires stock exchange shall be requested to the Argentine National Securities Commission. Once such authorisation is granted, a Subscription Announcement will be published in Argentina setting forth the procedure and term for the subscription for new shares in Argentina. The capital increase to which this announcement refers and the Argentine offering will have the same terms and conditions, save as otherwise provided in the relevant Subscription Announcement.