17th Oct 2007 16:35
Banco Santander S.A.17 October 2007 MATERIAL FACT Banco Santander announces that settlement of the tender offer for the ordinaryshares of ABN AMRO Holding N.V. ("ABN Amro"), the initial acceptance period forwhich concluded on 5th October 2007, has taken place today. Once that the settlement has taken place, and pursuant to the prospectusregarding the Valores Santander filed with the National Securities MarketCommission on 19th September 2007 (the "Prospectus"), the Board of Directors ofBanco Santander has proceeded to issue mandatorily convertible bonds for anamount of 7,000 million Euro. Such bonds will be subscribed for by SantanderEmisora 150, S.A.U., a wholly owned subsidiary of the Bank which issued theValores Santander. Accordingly, from 19th October 2007, the Valores Santander will becomemandatorily exchangeable for the bonds now being issued, which in turn aremandatorily convertible into shares of Banco Santander. As a result, the ValoresSantander will not be early redeemed on 4th October 2008. The reference price of the shares of Banco Santander for conversion purposes hasbeen established at 16.04 euro per share. This price is the result of applying 116% (the conversion premium contemplatedin the Prospectus) to the arithmetical average of the average weighted prices ofthe Banco Santander share on the Spanish Continuous Market during the five stockmarket trading days prior to 17th October 2007, which was 13.83 euro. The conversion ratio of the bonds into shares (i.e., the number of BancoSantander shares corresponding to each Valor Santander for conversion purposes)has been established at 311.76 shares for each Valor Santander. This conversion ratio is the result of dividing the nominal value of each ValorSantander Security (5,000 euro) by the reference price stated above (16.04euro). Admission for listing of the Valores Santander on the Fixed Income ElectronicMarket of the Madrid Stock Exchange will occur no later than 4th November 2007. Boadilla del Monte (Madrid), 17th October 2007 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Banco Santander