FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule
13a-16 or 15d-16 of
the Securities
Exchange Act of 1934
For the month of
December, 2024
Commission File
Number: 001-12518
Banco Santander, S.A.
(Exact name of
registrant as specified in its charter)
Ciudad Grupo
Santander
28660 Boadilla
del Monte (Madrid) Spain
(Address of principal
executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F:
Banco Santander,
S.A.
TABLE OF CONTENTS
Item |
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1 |
Report of Other Relevant Information dated December 4, 2024 |
Item
1
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 2.21% following completion of buy-back programme
Reference
is made to our notice of inside information of 27 August 2024 (official registry number 2371) (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 1,525 million) has been reached, having acquired a total of 341,781,250 own shares,
representing approximately 2.21% 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 22 August 2024 (the “Capital Reduction”).
The implementation of the Capital Reduction, which was approved at the Bank’s ordinary general shareholders’ meeting
held on 22 March 2024 on second call under item 5 C of the agenda, is expected to take place at the meeting of the board of directors
of the Bank to be held on 17 December 2024.
As a result
of the Capital Reduction, Banco Santander’s share capital will be reduced by EUR 170,890,625 through the cancellation of the
aforementioned 341,781,250 own shares, each with a nominal value of EUR 0.50. Consequently, the Bank’s share capital will be set
at EUR 7,576,246,161, represented by 15,152,492,322 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 will not entail the return of contributions to shareholders since the Bank is the owner of all the shares to be cancelled.
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 (i.e. EUR 170,890,625), 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 341,781,250 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 will entail a share capital reduction of the Bank’s share capital by approximately
2.21%, once the seven buyback programmes carried out against the 2021, 2022, 2023 and the first semester of 2024 results have been completed,
the accumulated share capital reduction amounts to EUR 1,094,074,490, with the Bank having repurchased 2,188,148,980 shares since
November 2021, approximately 12.62% 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 28 November and 3 December 2024 (both inclusive):
Date |
Security |
Transaction |
Trading venue |
Number of shares |
Weighted average price (€) |
28/11/2024 |
SAN |
Purchase |
XMAD |
4,097,100 |
4.3928 |
28/11/2024 |
SAN |
Purchase |
CEUX |
1,978,055 |
4.3898 |
28/11/2024 |
SAN |
Purchase |
TQEX |
330,770 |
4.3885 |
28/11/2024 |
SAN |
Purchase |
AQEU |
594,075 |
4.3856 |
29/11/2024 |
SAN |
Purchase |
XMAD |
6,969,906 |
4.3268 |
29/11/2024 |
SAN |
Purchase |
CEUX |
3,309,960 |
4.3282 |
29/11/2024 |
SAN |
Purchase |
TQEX |
424,744 |
4.3276 |
29/11/2024 |
SAN |
Purchase |
AQEU |
695,390 |
4.3109 |
02/12/2024 |
SAN |
Purchase |
XMAD |
5,099,801 |
4.3719 |
02/12/2024 |
SAN |
Purchase |
CEUX |
2,089,956 |
4.3786 |
02/12/2024 |
SAN |
Purchase |
TQEX |
246,356 |
4.3864 |
02/12/2024 |
SAN |
Purchase |
AQEU |
563,887 |
4.3789 |
03/12/2024 |
SAN |
Purchase |
XMAD |
2,980,135 |
4.4383 |
03/12/2024 |
SAN |
Purchase |
CEUX |
1,819,346 |
4.4382 |
03/12/2024 |
SAN |
Purchase |
TQEX |
166,075 |
4.4354 |
03/12/2024 |
SAN |
Purchase |
AQEU |
715,694 |
4.4351 |
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TOTAL |
32,081,250 |
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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), 4 December 2024
ANNEX I
Detailed
information on each of the transactions carried out within the context of the Buy-back Programme between 28/11/2024 and 03/12/2024 (both
inclusive).
(https://www.santander.com/content/dam/santander-com/es/documentos/cumplimiento/do-anexo-i-28-nov-a-03-dic-2024.pdf)
IMPORTANT
INFORMATION
Not
a securities offer
This document
and the information it contains does not constitute an offer to sell nor the solicitation of an offer to buy any securities.
Past
performance does not indicate future outcomes
Statements
about historical performance or growth rates must not be construed as suggesting that future performance, share price or results (including
earnings per share) will necessarily be the same or higher than in a previous period. Nothing in this document should be taken as a profit
and loss forecast.
SIGNATURE
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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Banco Santander, S.A. |
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Date: |
December 4, 2024 |
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By: |
/s/ Pedro de Mingo Kaminouchi |
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Name: |
Pedro de Mingo Kaminouchi |
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Title: |
Head of Regulatory Compliance |
Banco Santander (PK) (USOTC:BCDRF)
過去 株価チャート
から 11 2024 まで 12 2024
Banco Santander (PK) (USOTC:BCDRF)
過去 株価チャート
から 12 2023 まで 12 2024