FINAL TERMS
PROHIBITION OF SALES TO EEA RETAIL INVESTORS - Other than with respect to offers during the Offer Period or sales of the Notes, or the Notes otherwise being made available, in Poland during the period from (and including) 5 March 2024 to (and including) the Maturity Date, the Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point
- of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (the "Prospectus Regulation"). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or
- not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
MIFID II product governance / Retail investors, professional investors and ECPs - Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties, professional clients and retail clients, each as defined in MiFID II; (ii) all channels for distribution to eligible counterparties and professional clients are appropriate; and (iii) the following channels for distribution of the Notes to retail clients are appropriate - investment advice, portfolio management and pure execution services, subject to the distributor's suitability and appropriateness obligations under MiFID II, as applicable. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels, subject to the distributor's suitability and appropriateness obligations under MiFID II, as applicable.
Final Terms dated 26 February 2024
Santander International Products plc
Legal entity identifier (LEI): 549300EBI9IZCEJIF589
Issue of up to USD 50,000,000 Capital Protected Notes Linked to Visa Inc and Mastercard Inc shares.
Guaranteed by
BANCO SANTANDER, S.A.
under the
EUR 10,000,000,000 Euro Medium Term Note Programme
Any person making or intending to make an offer of the Notes may only do so:
- in those Non-exempt Offer Jurisdictions mentioned in Paragraph 7 of Part B below, provided such person is a Dealer or an Authorised Offeror (as such term is defined in the Base Prospectus (as defined below) and that the offer is made during the Offer Period specified in that paragraph and that any conditions relevant to the use of the Base Prospectus are complied with; or
- otherwise, in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or to supplement a prospectus pursuant to Article 23 of the Prospectus Regulation, in each case, in relation to such offer.
Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances.
PART A - CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 25 July 2023 which constitutes a base prospectus for the purposes of the Prospectus Regulation (the "Base Prospectus"). This document constitutes the Final Terms of the Notes described herein for the purposes of the Prospectus Regulation. These Final Terms contain the final terms of the Notes and must be read in conjunction with such Base Prospectus in order to obtain all the relevant information. Prospective investors should note that investing in the Notes entails certain risks including (without limitation) the risk that the Issue Price may be greater than the market value of the Notes and the risk that the Calculation Agent may exercise its discretion in such a way as to affect amounts due and payable under the Notes and/or their Maturity Date. For a more detailed description of certain of the risks involved, see "Risk Factors" on pages 23 to 85 of the Base Prospectus.
A summary of the Notes is annexed to these Final Terms. The Base Prospectus has been published on the website of The Irish Stock Exchange plc trading as Euronext Dublin (www.live.euronext.com) in an agreed electronic format.
(i) | Issuer: | Santander International Products plc |
Guarantor: | Banco Santander, S.A. | |
(i) | Series Number: | 1786 |
Tranche Number: | 1 | |
Date on which the Notes will be | Not Applicable | |
consolidated and form a single | ||
Series: | ||
Applicable Annex(es): | Annex 1: Equity Linked Conditions | |
Annex 7: Payout Conditions | ||
Type of securities: | Notes | |
Specified Currency or Currencies: | U.S. Dollar ("USD") | |
Aggregate Principal Amount of Notes: |
Series: | Up to USD 50,000,000 | ||||
Tranche: | Up to USD 50,000,000 | ||||
Issue Price: | 100% of the Aggregate Principal Amount | ||||
(i) | Specified Denominations: | USD 1,000 | |||
Calculation Amount: | USD 1,000 | ||||
(i) | Issue Date: | 8 April 2024 | |||
Interest Commencement Date: | Issue Date | ||||
Trade Date: | 27 March 2024 | ||||
Maturity Date: | 8 April 2026, adjusted in accordance with the Modified | ||||
Following Business Day Convention | |||||
Interest Basis: | Equity Linked: please see the section headed | ||||
"Provisions Applicable to Equity Linked Notes" below | |||||
for more details | |||||
Redemption/Payment basis: | Redemption at par | ||||
See item 32 below | |||||
Reference Item(s): | The following Reference Item(s)(k) (from k = 1 to k = | ||||
2) will apply for Interest determination purposes: | |||||
For k=1: Common stock (each a "Share") of | |||||
MASTERCARD INC - A (the "Share Issuer") | |||||
(Bloomberg Code: MA US ) (ISIN: | |||||
US57636Q1040) | |||||
For k=2: Common stock (each a "Share") of VISA | |||||
INC-CLASS A (the "Share Issuer") (Bloomberg Code: | |||||
V US ) (ISIN: US92826C8394) | |||||
Change | of | Interest | or | Not Applicable | |
Redemption/Payment Basis: | |||||
Put/Call Options: | Not Applicable | ||||
Settlement Exchange Rate Provisions: | Not Applicable | ||||
(i) | Status of the Notes: | Senior | |||
Status of the Guarantee: | Senior Preferred | ||||
Date | Board | approval | for | 29 December 2023 | |
issuance of Notes obtained: | |||||
Knock-in Event: | Not Applicable | ||||
Knock-out Event: | Not Applicable |
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
Interest: | Applicable | |
Interest Payment Date(s): | 8 April 2026, adjusted in accordance with the Modified | |
Following Business Day Convention | ||
Margin(s): | Not Applicable | |
Minimum Interest Rate: | Not Applicable | |
Maximum Interest Rate: | Not Applicable | |
Day Count Fraction: | Not Applicable | |
Rate of Interest: | In respect of the Interest Payment Date the Rate of | |
Interest shall be determined by the Calculation Agent in | ||
accordance with the following formula(e): | ||
Rate of Interest (ix) - Digital One Barrier: | ||
(A) | If the Coupon Barrier Condition is satisfied in | |
respect of a ST Coupon Valuation Date: | ||
Constant Percentage 1; | ||
(B) | Otherwise: | |
Constant Percentage 2 |
Where:
"Constant Percentage 1" means 9.00% "Constant Percentage 2" means 7.00% "Coupon Barrier" means 100%.
"Coupon Barrier Condition" means, in respect of the ST Valuation Date, that the Coupon Barrier Value on such ST Valuation Date, as determined by the Calculation Agent, is greater than or equal to Coupon Barrier.
"Coupon Barrier Value" means, in respect of the ST Coupon Valuation Date, Worst Value.
"Initial Closing Price" means the RI Closing Value of a Reference Item on the Valuation Date, which shall be the Strike Date.
"RI Closing Value" means, in respect of a Reference Item and the ST Valuation Date, the Settlement Price (as defined in the Equity Linked Conditions).
"RI Initial Value" means, in respect of a Reference Item, the Initial Closing Price.
"RI Value" means, in respect of a Reference Item and | ||||
the ST Valuation Date, (i) the RI Closing Value for such | ||||
Reference Item in respect of such ST Valuation Date, | ||||
divided by (ii) the relevant RI Initial Value (expressed | ||||
as a percentage). | ||||
"ST Coupon Valuation Date(s)" means the Coupon | ||||
Valuation Date. | ||||
"ST Valuation Date" means each ST Coupon | ||||
Valuation Date or, for the purposes of the Initial | ||||
Closing Price, the Strike Date. | ||||
"Worst Value" means, in respect of a ST Valuation | ||||
Date, the RI Value for the Reference Item(s) with the | ||||
lowest or equal lowest RI Value for any Reference Item | ||||
in the Basket in respect of such ST Valuation Date. | ||||
Specified | Interest | Amount | Not Applicable | |
Multiplier: | ||||
Fixed Rate Note Provisions | Not Applicable | |||
Floating Rate and CMS Linked Note | Not Applicable | |||
Provisions | ||||
Equity | Linked | Note | interest | Applicable - please refer to "Provisions Applicable to |
provisions: | Equity Linked Notes" below, for more information | |||
Inflation | Linked | Note | interest | Not Applicable |
provisions: | ||||
ETF | Linked | Note | interest | Not Applicable |
provisions: | ||||
Fund | Linked | Note | interest | Not Applicable |
provisions: | ||||
Foreign Exchange (FX) Rate Linked | Not Applicable | |||
Note interest provisions: | ||||
EUA Contract Linked Note interest | Not Applicable | |||
provisions: | ||||
Reference Item Rate Linked Note | Not Applicable | |||
interest provisions | ||||
Zero Coupon Note Provisions | Not Applicable |
PROVISIONS RELATING TO REDEMPTION
Call Option | Not Applicable |
Put Option: | Not Applicable |
Final Redemption Amount of each | Calculation Amount * 100% |
Note: |
Final Payout: | Not Applicable | ||||
Automatic Early Redemption: | Not Applicable | ||||
Early Redemption Amount: | |||||
Early Redemption Amount (Tax) per | Market Value less Associated Costs | ||||
Calculation Amount | payable | on | |||
redemption for taxation reasons: | |||||
Redemption | Amount(s) | per | Market Value less Associated Costs | ||
Calculation Amount payable on an | |||||
event of default: | |||||
Termination | Amount(s) | per | Not Applicable | ||
Calculation Amount payable on an | |||||
occurrence of an Extraordinary Fund | |||||
Event: | |||||
Early | Redemption Amount | per | Market Value less Associated Costs | ||
Calculation Amount payable following | |||||
an early redemption in all other cases | |||||
pursuant to the Conditions: | |||||
Fair Market Value Interest Element: | Applicable | ||||
Equity | Linked | Note | redemption | Not Applicable | |
provisions: | |||||
ETF | Linked Note | redemption | Not Applicable | ||
provisions: | |||||
Inflation Linked | Note | redemption | Not Applicable | ||
provisions: | |||||
Credit | Linked | Note | redemption | Not Applicable | |
provisions: | |||||
Fund | Linked | Note | redemption | Not Applicable | |
provisions: | |||||
EUA | Contract | Linked | Note | Not Applicable | |
Redemption Provisions: | |||||
Foreign Exchange (FX) Rate Linked | Not Applicable | ||||
Note redemption provisions: | |||||
Reference Item Rate Linked Note | Not Applicable | ||||
redemption provisions |
PROVISIONS APPLICABLE TO EQUITY LINKED NOTES
Equity Linked Note Provisions: | Applicable |
The provisions of Annex 1 of the Terms and Conditions | |
(Additional Terms and Conditions for Equity Linked | |
Notes) shall apply |
Type of Notes: | Share Basket Linked Notes | ||||
Share(s)/Share | Basket/Single | Reference Items (k) | |||
Share | Index/Share | Index | |||
Basket: | |||||
Share Index Sponsor(s): | Not Applicable | ||||
Exchange(s): | New York Stock Exchange | ||||
Related Exchange(s): | All Exchanges | ||||
Exchange Business Day: | (All Shares Basis) | ||||
Scheduled Trading Day: | (All Shares Basis) | ||||
Exchange | Business | Day | Modified Following Business Day Convention | ||
Convention: | |||||
Strike Date: | 27 March 2024 | ||||
Strike Period and Strike Days: | Not Applicable | ||||
Averaging: | Not Applicable | ||||
Coupon Valuation Date(s): | 27 March 2026 | ||||
Coupon Valuation Time: | Scheduled Closing Time | ||||
Redemption Valuation Date(s): | Not Applicable | ||||
Redemption Valuation Time: | Not Applicable | ||||
Observation Date(s): | Not Applicable | ||||
Observation Period: | Not Applicable | ||||
Valuation | Date | and Specified | The definition of "Valuation Date" in Condition 21 will | ||
Maximum Days of Disruption: | apply, for which purpose the Specified Maximum Days | ||||
of Disruption will be equal to three Scheduled Trading | |||||
Days | |||||
Exchange Rate: | Not Applicable | ||||
Business Day Convention: | Modified Following Business Day Convention |
PROVISIONS APPLICABLE TO ETF LINKED NOTES
ETF Linked Note Provisions: | Not Applicable |
PROVISIONS APPLICABLE TO INFLATION LINKED NOTES
Inflation Linked Note Provisions: | Not Applicable |
PROVISIONS RELATING TO CREDIT LINKED NOTES
Credit Linked Note Provisions: | Not Applicable |
PROVISIONS APPLICABLE TO FUND LINKED NOTES
Fund Linked Note Provisions: | Not Applicable |
PROVISIONS APPLICABLE TO FOREIGN EXCHANGE (FX) RATE LINKED NOTES
Foreign Exchange (FX) Rate Linked Not Applicable
Note Provisions:
PROVISIONS APPLICABLE TO EUA CONTRACT LINKED NOTES
EUA Contract Linked Note Provisions: Not Applicable
PROVISIONS APPLICABLE TO REFERENCE ITEM RATE LINKED NOTES
Reference Item Rate Linked Note Not Applicable
Provisions:
PROVISIONS APPLICABLE TO PHYSICAL DELIVERY, VARIATION OF SETTLEMENT AND PAYMENT DISRUPTION
Provisions applicable to Physical | Not Applicable |
Delivery: | |
Variation of Settlement: | The Issuer does not have the option to vary settlement |
in respect of the Notes as set out in Condition 7(k)(ii) | |
Payment Disruption Event: | Not Applicable |
PROVISIONS APPLICABLE TO PARTLY PAID NOTES
Partly Paid Notes: | Not Applicable |
GENERAL PROVISIONS APPLICABLE TO THE NOTES
Form of Notes: | Bearer Notes: | ||||
Temporary Global Note exchangeable for a Permanent | |||||
Global Note which is exchangeable for definitive | |||||
Bearer Notes in the limited circumstances specified in | |||||
the Permanent Global Note | |||||
Additional Business Centres: | T2 and New York | ||||
Additional | Financial | Centre | for | T2 and New York | |
Condition 7(j): | |||||
New Global Note Form: | No | ||||
Talons for future Coupons or Receipts | No | ||||
to be attached to definitive Bearer | |||||
Notes (and dates on which such Talons | |||||
mature): | |||||
Details relating to Instalment Notes: | Not Applicable | ||||
amount | of | each | instalment | ||
("Instalment | Amount"), date | on |
which each payment is to be made ("Instalment Date"):
Consolidation provisions: | Not Applicable |
Calculation Agent: | Banco Santander, S.A. |
Modifications: | Not Applicable |
Renminbi Settlement Centre(s): | Not Applicable |
PURPOSE OF FINAL TERMS
These Final Terms comprise the final terms required for issue and admission to trading on the regulated market of Euronext Dublin of the Notes described herein pursuant to the EUR 10,000,000,000 Euro Medium Term Note Programme of Santander International Products plc.
RESPONSIBILITY
The Issuer and the Guarantor accept responsibility for the information contained in these Final Terms. Information relating to each Reference Items has been extracted from Bloomberg. Each of the Issuer and the Guarantor confirms that such information has been accurately reproduced and that, so far as it is aware, and is able to ascertain from information published by Bloomberg, no facts have been omitted which would render the reproduced information inaccurate or misleading.
Signed on behalf of the Issuer:
By:
_______________________
Duly authorised
By:
_______________________
Duly authorised
Signed on behalf of the Guarantor:
By:
_______________________
Duly authorised
PART B - OTHER INFORMATION
LISTING | |
Listing | The Irish Stock Exchange plc trading as Euronext |
Dublin ("Euronext Dublin") | |
Admission to trading | Application has been made by the Issuer (or on its |
behalf) to Euronext Dublin for the Notes to be | |
admitted to the Official List and trading on its | |
regulated market with effect from the Issue Date | |
Estimate of total expenses related | EUR 1,500 |
to admission to trading | |
RATINGS | |
Ratings: | The Notes to be issued have not been rated |
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER
Save as discussed in "Plan of Distribution" and "General Information", so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.
REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND ESTIMATED TOTAL EXPENSES
Reasons for the offer: Estimated net proceeds: Estimated total expenses:
See "Use of Proceeds" in the Base Prospectus Up to USD 50,000,000
- EUR 1,500 (listing expenses)
- EUR 1,750 (paying agency and tax agency expenses)
PERFORMANCE OF INDEX/FORMULA/ETF/FUND/CURRENCY/REFERENCE ENTITY, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND OTHER INFORMATION CONCERNING THE REFERENCE ITEM
Information in relation to the past and future performance and volatility of MASTERCARD INC - A Shares (ISIN: US57636Q1040) and VISA INC-CLASS A (ISIN: US92826C8394) and can be obtained free of charge from Bloomberg.
The Issuer does not intend to provide post-issuance information.
OPERATIONAL INFORMATION | |
ISIN: | XS2770875370 |
Common Code: | 277087537 |
CUSIP Code: | Not Applicable |
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Disclaimer
Banco Santander SA published this content on 01 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 01 March 2024 12:50:11 UTC.