** Banco Santander S.A. ABO ***LAUNCH***
Primary Accelerated Bookbuild Offering by
Banco Santander S.A. of Approximately €7,500m
Not for distribution into the USA, Japan, Australia & Canada
This communication is being distributed solely to investment professionals outside the United States in reliance on Regulation S under the US Securities Act of 1933, as amended (the “Securities Act”) and in the United States to certain Qualified Institutional Buyers, as defined in Rule 144A under the Securities Act. If you are not an investment professional, any investment or investment activity to which this communication relates is not available to you, and will not be engaged in with you, and you may not rely on this communication. This material is for your information only, is not intended to be used by anyone other than you and may not be forwarded to any other person. This information is subject to change.
Issuer: Banco Santander S.A. (“Santander”, the “Company” or the “Issuer”)
Joint Bookrunners: Goldman Sachs International, UBS Limited
Securities Offered: Ordinary Shares (100% Primary)
Offering Type: Accelerated Bookbuild Offering
Offering Size: approx. €7,500m
Use of proceeds: Frontload organic capital generation to (i) accelerate organic growth opportunities in core markets given improving outlook, (ii) accelerate normalisation of the dividend policy
to a cash pay-out of 30-40% and (iii) Achieve best in class capital standards
Distribution: Private placement to international investors outside the US under Reg S and to certain Qualified Institutional Buyers in the US
Lock-up: Subject to customary exceptions, no sales by the Issuer for 90 days, without the consent of the Goldman Sachs International and UBS Limited
Launch Date: January 8, 2015
Expected Pricing Date: January 9, 2015
Expected Allocation Date: January 9, 2015
Expected Trade Booking Date:January 12, 2015
Expected Start of Trading: January 13, 2015
Expected Settlement Date: January 15, 2015 (T+3)
Listing: Mercado Continuo (Spanish Stock Exchange - BME)
Ticker: Bloomberg: SAN SM
ISIN: ES0113900J37