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 October, 2014
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:
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Banco Santander, S.A.
TABLE OF CONTENTS
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Material Fact dated October 16, 2014
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BANCO SANTANDER, S.A.
C.N.P.J. No. 05.707.616/0001-10
Foreign Company
CVM No. 80160
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BANCO SANTANDER (BRASIL) S.A.
CNPJ/MF No. 90.400.888/0001-42
Publicly-Held Company
CVM No. 20532
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MATERIAL FACT
Banco Santander, S.A. (“Santander Spain”) and Banco Santander (Brasil) S.A. (“Santander Brasil”) on the date hereof have disclosed to the market an amendment to the Public Notice (edital) of the Voluntary Public Exchange Offer, which contemplates the exchange of shares (“Shares”) and units (“Units”) of Santander Brasil for Brazilian Depositary Receipts, representing ordinary shares of Santander Spain (“BDRs”). The amendment increases the exchange ratio from 0.70 BDRs to 0.7152 BDRs for each Unit and from 0.35 BDRs to 0.3576 BDRs for each Share, either common or preferred, to reflect the Santander Spain scrip dividend declared on the date hereof with a record date of October 17. The Auction is still expected to be held at 1:00 p.m. (São Paulo time) on October 30, 2014.
São Paulo, October 16, 2014
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Jesús Maria Zabalza Lotina
Legal Representative in Brazil
Banco Santander, S.A.
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Angel Santodomingo
Head of Investor Relationship
Banco Santander (Brasil) S.A.
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IMPORTANT INFORMATION FOR INVESTORS ABOUT THE EXCHANGE OFFER
In connection with the exchange offer in the United States, Banco Santander, S.A. (“Santander”) has filed with the U.S. Securities and Exchange Commission (the “SEC”) a Registration Statement on Form F-4 that contains an offer to exchange/prospectus. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, OFFER TO EXCHANGE/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC REGARDING THE EXCHANGE OFFER AS THEY CONTAIN IMPORTANT INFORMATION. All such documents filed with the SEC are available free of charge at the SEC’s website at www.sec.gov.
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This document is not an offer of securities for sale into the United States, Brazil or elsewhere. No offering of securities shall be made in the United States except pursuant to registration under the U.S. Securities Act of 1933, as amended, or an exemption therefrom, and no offering of securities shall be made in Brazil except pursuant to applicable law.
Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the US Private Securities Litigation Reform Act of 1995. Forward looking statements may be identified by words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “will” or words of similar meaning and include, but are not limited to, statements about the expected future business and financial performance of Santander resulting from and following the implementation of the transaction described herein. These statements are based on management’s current expectations and are inherently subject to uncertainties and changes in circumstance. Santander does not undertake any obligations to update the forward-looking statements to reflect actual results, or any change in events, conditions, assumptions or other factors.
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:
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October 16, 2014
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By:
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/s/ José Antonio Álvarez
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Name:
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José Antonio Álvarez
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Title:
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Executive Vice President
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