The holders of the Securities can refer, or carry out the relevant formalities to the dispatching on their behalf (in the case that said owners are not participating entities in Euroclear Bank S.A./N.V. and Clearstream Banking,
société anonyme) of the corresponding instructions of the tender offers (the
Tender Offers) to the tender and information agent, Lucid Issuer Services Limited, as from August 22, 2012.
Tender Offers must specify the principal amount of the Securities of each offer and the price at which such Securities are tendered in the relevant offer. The price shall be specified by each relevant securityholder as a percentage to the principal amount of the relevant Securities tendered for purchase.
Tender Offers will be irrevocable unless in the events set out in the Tender Offer Memorandum, as defined below. In any case, said irrevocable instructions of Tender Offers should be received by the tender and information agent on or before 5:00 pm (CET) on 30 August, 2012.
The amount in cash that must be satisfied for each Security is equal to the sum of (i) the purchase price tendered by the relevant securityholder for purchase multiplied by the principal amount of the Securities which purchase is accepted, plus (ii) interests incurred and not paid since the immediately preceding interest payment date (included) until the date of settlement of the Tender Offers (date excluded) in relation to such Securities.
The terms of the Tender Offers and the procedure to make the Tender Offers are regulated in the tender offer memorandum dated 22 August 2012 (the
Tender Offer Memorandum) which (subject to the offering and selling restrictions set out therein) is available upon request from, amongst others, the tender and information agent Lucid Issuer Services Limited. If securityholders need information on the Invitation, you can contact Lucid at
[email protected] / +44 (0) 207 704 0880, To the attention of: David Shilson / Sunjeeve Patel / Thomas Choquet.
The relevant Offeror has absolute discretion to decide to accept or not the Securities tendered for purchase, in accordance with the terms and conditions of the Tender Offer Memorandum.
Banco Santander, S.A. and Santander Financial Exchanges Limited will comply with the payment obligations derived from the Invitation, if any, with their own treasury.
The Offerors reserve the right to modify the terms and conditions of the Invitation as well as to extend, re-open or terminate the Invitation at any moment.
The Offerors will announce on 31 August, 2012 the final amount of the Tender Offers accepted from each series, if applicable. As of right now, the date of settlement of the Tender Offers will be 4 September, 2012 (the
Settlement Date).
The rationale for the Invitation is to effectively manage the Group's outstanding liabilities and to strengthen its balance sheet. The Offers are also designed to provide liquidity to the securityholders.