Capital reduction following completion of program.


    03 June 2025 23:11:11
  • Source: Sharecast
RNS Number : 2159L
Banco Santander S.A.
03 June 2025
 

Banco Santander, S.A. (the "Bank" or "Banco Santander"), in compliance with the securities market legislation, hereby communicates the following:

OTHER RELEVANT INFORMATION

Banco Santander share capital reduces by 1,76% following completion of buy-back programme.

Reference is made to our notice of inside information of 5 February 2025 (official registry number 2584) (the "Buy-back Commencement Communication"), relating to the buyback programme of own shares approved by the board of directors of Banco Santander (the "Buy-back Programme" or the "Programme"). The Bank informs that, after the last acquisitions mentioned below, the maximum investment provided for in the Buy-back Programme (i.e. EUR 1,587 million) has been reached, having acquired a total of 267,166,950 own shares, representing approximately 1.76% of the Bank's share capital. The acquisition of shares under the Buy-back Programme has been communicated on a regular basis, pursuant to the provisions of Articles 2.2 and 2.3 of the Commission Delegated Regulation (EU) No. 2016/1052. As a consequence of the above, the Buy-back Programme has been terminated in accordance with the terms set out when it was announced.

As disclosed in the Buy-back Commencement Communication, the purpose of the Programme was to reduce the Bank's share capital by redeeming the shares acquired thereunder, which was authorised by the European Central Bank on 31 January 2025 (the "Capital Reduction"). The implementation of the Capital Reduction, which was approved at the Bank's ordinary general shareholders' meeting held on 4 April 2025 on second call under item 6 A of the agenda, has taken place at the meeting of the executive committee of the Bank held on 2 June 2025.

As a result of the Capital Reduction, Banco Santander's share capital has been reduced by EUR 133,583,475 through the cancellation of the aforementioned 267,166,950 own shares, each with a nominal value of EUR 0.5. Consequently, the Bank's share capital has been set at EUR 7,442,662,686 represented by 14,885,325,372 shares, all of them of the same class and series.

The purpose of the Capital Reduction is the cancellation of the own shares acquired under the Buy-back Programme, contributing to the remuneration of the Bank's shareholders by increasing the profit per share, which is inherent to the decrease in the number of shares. The Capital Reduction does not entail the return of contributions to shareholders since the Bank is the owner of the cancelled shares.

It is expected that a reserve for amortised capital be created with a charge to the share premium reserve for an amount equal to the nominal value of the cancelled shares (EUR 133,583,475 ), which may only be used under the same conditions as those required for the reduction of the share capital, pursuant to the provisions of Article 335 c) of the Spanish Companies Law. Consequently, in accordance with the provisions of such Article, the Bank's creditors will not be afforded the right of objection referred to in Article 334 of the same Law.

For purposes of the provisions of Article 411 of the Spanish Companies Law and in accordance with Additional Provision One of Law 10/2014 of 26 June on the organisation, supervision and solvency of credit institutions, it is hereby stated for the record that, as the Bank is a credit institution and the other requirements set forth in the aforementioned Additional Provision are met, the consent of the bondholder syndicates for the outstanding debenture and bond issues is not required for the implementation of the reduction.

The announcements of the Capital Reduction will be published in the Official Gazette of the Spanish Commercial Registry and on the Bank's corporate website (www.santander.com) in the coming days.

Thereafter, the public deed regarding the corporate resolutions on the Capital Reduction and amendment of the Bank's By-laws will be granted and subsequently registered with the Commercial Registry of Santander. In addition, the delisting of the 267,166,950 cancelled shares from the Spanish and foreign stock exchanges or stock markets on which the Bank's shares are listed, and the cancellation of the book-entry records of the cancelled shares before the competent bodies will both be requested.

Accumulated share capital reduction resulting from the buyback programmes

After the completion of the Buy-back Programme, which entails a share capital reduction of the Bank's share capital by approximately 1.76%, once the eight buyback programmes carried out against results since 2021 have been completed, the accumulated share capital reduction amounts to EUR 1,227,657,965, with the Bank having repurchased 2,455,315,930 shares since November 2021, approximately 14.16% of its outstanding shares as of that date.

Last transactions executed under the Programme

Moreover, pursuant to article 5 of Regulation (EU) no. 596/2014 on Market Abuse of 16 April 2014, and articles 2.2 and 2.3 of Commission Delegated Regulation (EU) 2016/1052, of 8 March 2016, the Bank informs, that it has carried out the following transactions over its own shares between 29 May and 2 June 2025 (both inclusive):

Date

Security

Transaction

Trading venue

Number of shares

Weighted average price (€)

29/05/2025

SAN

Purchase

XMAD

697,271

7.0674

29/05/2025

SAN

Purchase

CEUX

60,462

7.0687

29/05/2025

SAN

Purchase

TQEX

14,892

7.0679

29/05/2025

SAN

Purchase

AQEU

27,375

7.0749

30/05/2025

SAN

Purchase

XMAD

1,025,561

7.0620

30/05/2025

SAN

Purchase

CEUX

145,155

7.0638

30/05/2025

SAN

Purchase

TQEX

48,894

7.0675

30/05/2025

SAN

Purchase

AQEU

80,390

7.0753

02/06/2025

SAN

Purchase

XMAD

1,144,454

7.0177

02/06/2025

SAN

Purchase

CEUX

184,870

7.0152

02/06/2025

SAN

Purchase

TQEX

44,250

7.0075

02/06/2025

SAN

Purchase

AQEU

93,376

7.0052




TOTAL

3,566,950


 

 

Issuer name: Banco Santander, S.A. - LEI 5493006QMFDDMYWIAM13

 

Reference of the financial instrument: ordinary shares - Code ISIN ES0113900J37

Detailed information of the transactions carried out within the referred period is attached as Annex I.

 

 

                                                                                         Boadilla del Monte (Madrid), 3 June 2025


ANNEX I

 

Detailed information on each of the transactions carried out within the context of the Buy-back Programme between 29/05/2025 and 02/06/2025 (both inclusive).

 



 

 

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