FINAL TERMS
PROHIBITION OF SALES TO EEA RETAIL INVESTORS - Other than with respect to offers or sales of the Notes, or the Notes otherwise being made available, in the Republic of Poland for which a PRIIPs KID is being prepared during the period from (and including) 4 April 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 (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (the "Prospectus Regulation"). Consequently, save as provided above, 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 (iii) 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 25 March 2024
Santander International Products plc
Legal entity identifier (LEI): 549300EBI9IZCEJIF589
Issue of up to EUR 50,000,000 Capital Protected Notes Linked to Visa Inc and Paypal Holdings 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:
(i) in those Non-exempt Offer Jurisdictions mentioned in Paragraph 7 ofPart Bbelow, 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
(ii) 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
(i)
Guarantor:
Banco Santander, S.A.
Series Number: 1882
Tranche Number: 1
Date on which the Notes will be consolidated and form a single Series:
Not Applicable
Applicable Annex(es):
Annex 1: Equity Linked Conditions
Annex 7: Payout Conditions
Type of securities:
Notes
Specified Currency or Currencies:
Euro ("EUR")
Aggregate Principal Amount of Notes:
Series:
Tranche:
Issue Price:
(i) Specified Denominations: Calculation Amount:
(i)Issue Date:
Interest Commencement Date:
Trade Date:
Maturity Date:Interest Basis:Redemption/Payment basis:Reference Item(s):Change of Interest or Redemption/Payment Basis:
Put/Call Options:
Settlement Exchange Rate Provisions:
(i) Status of the Notes: Status of the Guarantee:
Date Board approval issuance of Notes obtained:Up to EUR 50,000,000
Up to EUR 50,000,000
100% of the Aggregate Principal Amount
EUR 1,000
EUR 1,000
7 May 2024
Issue Date
30 April 2024
7 May 2026, adjusted in accordance with the Modified Following Business Day Convention
Equity Linked: please see the section headed "Provisions Applicable to Equity Linked Notes" below for more details
(further particulars specified in items19and22below)
Redemption at par
See item 32 below
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 VISA INC-CLASS A (the "Share Issuer") (Bloomberg Code: V US ) (ISIN: US92826C8394)
For k=2: Common stock (each a "Share") of Paypal Holdings Inc (the "Share Issuer") (Bloomberg Code: PYPL US ) (ISIN: US70450Y1038)
Not ApplicableNot Applicable
Not Applicable
Senior
Senior Preferredfor
29 December 2023
Knock-in Event:
Knock-out Event:Not Applicable
Not Applicable
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLEInterest:
Interest Payment Date(s):
Margin(s):
Minimum Interest Rate:
Maximum Interest Rate:
Day Count Fraction:
Rate of Interest:Applicable
7 May 2026, adjusted in accordance with the Modified Following Business Day Convention
Not Applicable
Not Applicable
Not Applicable
Not Applicable
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 6.00%
"Constant Percentage 2" means 4.00%
"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 Multiplier:Interest
Fixed Rate Note Provisions
Amount
Floating Rate and CMS Linked Note Provisions
Equity Linked provisions:
NoteInflation provisions:Linked NoteETF Linked provisions:interestinterestNoteinterestFund Linked Note interest provisions:
Foreign Exchange (FX) Rate Linked Note interest provisions:
EUA Contract Linked Note interest provisions:
Reference Item Rate Linked Note interest provisions
Zero Coupon Note Provisions
PROVISIONS RELATING TO REDEMPTION
Call Option
Put Option:
Not Applicable
Not Applicable
Not Applicable
Applicable - please refer to"Provisions Applicable toEquity Linked Notes"below, for more information
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Final Redemption Amount of each Note:
Final Payout:
Automatic Early Redemption:
Early Redemption Amount:
Early Redemption Amount (Tax) per Calculation Amount payable on redemption for taxation reasons:
Redemption Amount(s) per Calculation Amount payable on an event of default:
Termination Amount(s) per Calculation Amount payable on an occurrence of an Extraordinary Fund Event:
Early Redemption Amount per Calculation Amount payable following an early redemption in all other cases pursuant to the Conditions:
Fair Market Value Interest Element:
Equity Linked Note provisions:redemptionETF Linked Note redemption provisions:
Inflation Linked Note redemption provisions:
Credit Linked Note provisions:
Fund Linked provisions:redemptionNoteredemptionEUA Contract Linked Note Redemption Provisions:
Foreign Exchange (FX) Rate Linked Note redemption provisions:
Reference Item Rate Linked Note redemption provisions
Calculation Amount * 100%Not Applicable
Not ApplicableMarket Value less Associated CostsMarket Value less Associated CostsNot ApplicableMarket Value less Associated CostsApplicable
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Not Applicable
Not Applicable
PROVISIONS APPLICABLE TO EQUITY LINKED NOTESEquity 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): | For k=1: New York Stock Exchange |
For k=2: NASDAQ GS | |
Related Exchange(s): | All Exchanges |
Exchange Business Day: | (All Shares Basis) |
Scheduled Trading Day: | (All Shares Basis) |
Modified Following Business Day Convention | |
30 April 2024 | |
Strike Period and Strike Days: | Not Applicable |
Averaging: | Not Applicable |
Coupon Valuation Date(s): | 30 April 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 |
Exchange Business Convention:
Day
Strike Date:
PROVISIONS APPLICABLE TO ETF LINKED NOTESETF 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 Note Provisions:
Not Applicable
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 Provisions:
Not Applicable
PROVISIONS APPLICABLE TO PHYSICAL DELIVERY, VARIATION OF SETTLEMENT AND PAYMENT DISRUPTION
Provisions Delivery:applicable to PhysicalVariation of Settlement:Payment Disruption Event:Not ApplicableThe Issuer does not have the option to vary settlement in respect of the Notes as set out in Condition 7(k)(ii)
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
Additional Financial Condition 7(j):
New Global Note Form:Centrefor T2
No
Talons for future Coupons or Receipts to be attached to definitive Bearer Notes (and dates on which such Talons mature):
No
Details relating to Instalment Notes: amount of each instalment ("Instalment Amount"), date on which each payment is to be made ("Instalment Date"):
Not Applicable
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 Item 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: _______________________
Signed on behalf of the Guarantor:
By:
_______________________
Duly authorised
Duly authorised
By:
_______________________
Duly authorised
PART B - OTHER INFORMATIONLISTING
ListingAdmission to tradingEstimate of total expenses related to admission to trading
The Irish Stock Exchange plc trading as Euronext Dublin ("Euronext Dublin")
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
EUR 1,500
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:See "Use of Proceeds" in the Base Prospectus
Up to EUR 50,000,000
Estimated total expenses: | (i) | EUR 1,500 (listing expenses) |
(ii) | 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 Paypal Holdings Inc Shares (ISIN: US70450Y1038) 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: | XS2790334002 |
Common Code: | 279033400 |
CUSIP Code: | Not Applicable |
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Disclaimer
Banco Santander SA published this content on 25 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 March 2024 17:04:54 UTC.