19th Sep 2007 18:26
Banco Santander Central Hispano SA19 September 2007 MATERIAL FACT Banco Santander, S.A. ("Banco Santander") today has registered a prospectus withthe Spanish Securities Market Commission (Comision Nacional del Mercado deValores, "CNMV") relating to the offering of "Valores Santander" ("SantanderSecurities"), for a maximum amount of seven billion euros (€7,000,000,000) andwith the guarantee of Banco Santander, by its subsidiary Santander Emisora 150,S.A.U. The prospectus describes the terms and conditions of the SantanderSecurities and may be accessed via the CNMV's website (www.cnmv.es) and BancoSantander's website (www.santander.com). The offering of the Santander Securities will be made in Spain only and isintended to partially finance the tender offer for ABN Amro launched by BancoSantander, Royal Bank of Scotland and Fortis (jointly, the "Consortium"). If the Consortium acquires ABN Amro, the Santander Securities will beexchangeable for convertible securities to be issued by Banco Santander that, inturn, will be mandatorily convertible into newly issued shares of BancoSantander. Boadilla del Monte (Madrid), 19 September 2007 ______________________________________________________________________________ IMPORTANT INFORMATION General This communication shall not constitute an offer to sell or the solicitation ofan offer to purchase any securities, nor shall there be any sale of securitiesin any jurisdiction in which such offer, solicitation or sale would be unlawfulprior to registration or qualification under the securities laws of any suchjurisdiction. In particular, in connection with the jurisdictions in which the Banco Santandershares or American Depositary Shares are listed on one or more stock exchanges: Portugal No prospectus has been registered, published or approved in Portugal inconnection with the offering to which this communication refers, nor applicationhas been made for the passporting into, and cross-border application in,Portugal of the prospectus registered with the CNMV in connection with theoffering to which this communication refers. As a consequence, the securitiesoffered in the offering to which this communication refers may not be offered,marketed or distributed in Portugal and the prospectus registered with the CNMVin connection with the offering may not be distributed, disseminated oraddressed to investors resident in Portugal in circumstances that wouldconstitute a public offer of securities under the Portuguese Securities Code. United States of America The securities to which this communication refers and the Banco Santander sharesinto which those securities will be indirectly convertible have not been andwill not be registered under the US Securities Act of 1933 (the "US SecuritiesAct"), and may not be offered or sold within the United States except pursuantto an exemption from, or in a transaction not subject to, the registrationrequirements of the US Securities Act. The offering of Santander Securities isbeing made only outside the United States in reliance on Regulation S under theUS Securities Act. In particular, the offer is not addressed to US Persons, asdefined in Regulation S of the US Securities Act. This communication is not an offer for sale within the United States of anySantander Securities or any other security of Santander Emisora 150, S.A.U. orany shares or any other security of Banco Santander. Securities of SantanderEmisora 150, S.A.U. and Banco Santander, including any Santander Securities ofSantander Emisora 150, S.A.U. and any shares of Banco Santander, may not beoffered or sold in the United States absent registration under US securitieslaws or unless exempt from registration under such laws. Argentina and Mexico The securities offered in the offering to which this communication refers maynot be offered, marketed or distributed in Argentina or Mexico. United Kingdom Notwithstanding the other restrictions indicated herein, the prospectus relatingto the offering to which this communication refers is exclusively addressed topersons (i) located outside the United Kingdom; (ii) included under section 19(5) ("investment professionals") of the Financial Services and Markets Act 2000(Financial Promotion) Order of 2005 (the "Order"), with professional investmentexperience; or (iii) included under section 49(2) (a) - (d) of the Order ("highnet worth companies, etc."). Italy No prospectus has been registered, published or approved in Italy in connectionwith the offering to which this communication refers, nor application has beenmade for the passporting into, and cross-border application in, Italy of theprospectus registered with the CNMV in connection with the offering to whichthis communication refers. As a consequence, the securities offered in theoffering to which this communication refers may not be offered, marketed ordistributed in Italy and the prospectus registered with the CNMV in connectionwith the offering may not be distributed or disseminated in Italy. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Banco Santander