Final Terms dated 21 July 2010

Transcription

1 Final Terms dated 21 July 2010 Santander International Debt, S.A. Unipersonal Issue of USD 50,000,000 Floating Rate Instruments due July 2020 Guaranteed by Banco Santander, S.A. under the 32,000,000,000 Programme for the Issuance of Debt Instruments guaranteed by Banco Santander, S.A. 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 11 November 2009 and the supplements to the Base Prospectus dated 18 February 2010 and 31 May 2010 which together constitute a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the Prospectus Directive). This document constitutes the Final Terms of the Instruments described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Base Prospectus as so supplemented. Full information on the Issuer, the Guarantor and the offer of the Instruments is only available on the basis of the combination of these Final Terms and the Base Prospectus dated 11 November 2009 as so supplemented. The Base Prospectus and the Supplements to the Base Prospectus are available for viewing at the registered office of the Issuer and the head office of the Guarantor (being Ciudad Grupo Santander, Avenida de Cantabria s/n, Boadilla del Monte, Madrid, Spain), the offices of the Issue and Paying Agent, The Bank of New York Mellon, acting through its London branch at One Canada Square, London E14 5AL and at the offices of the Paying Agent and Listing Agent of The Bank of New York Mellon (Luxembourg) S.A. at Aerogolf Center, 1A, Hoehenhof, L-1736 Senningerberg, Grand Duchy of Luxembourg, and on the website and copies may be obtained from the addresses specified above. 1. (i) Issuer: Santander International Debt, S.A. Unipersonal (ii) Guarantor : Banco Santander, S.A. 2. (i) Series Number: 150 (ii) Tranche Number: 1 3. Specified Currency or Currencies: United States Dollars ("USD") 4. Aggregate Principal Amount: (i) Series: USD 50,000,000 (ii) Tranche: USD 50,000, Issue Price: 100 per cent. of the Aggregate Principal Amount 6. Specified Denominations: USD 100, (i) Issue Date: 26 July 2010 (ii) Interest Commencement Issue Date Date: 8. Maturity Date: Interest Payment Date falling in July Interest Basis: Floating Rate (further particulars specified below) 10. Redemption/Payment Basis: Redemption at par 11. Change of Interest or Redemption/Payment Basis: 12. Put/Call Options: Issuer Call (further particulars specified below) 13. (i) Status of the Instruments: Senior (ii) Status of the Guarantee: Senior (iii) Date Board approval for issuance of Instruments obtained: 19 July 2010

2 14. Method of distribution: Non-syndicated PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 15. Fixed Rate Instrument Provisions 16. Floating Rate Instrument Provisions Applicable (i) Interest Periods: The period from and including the Issue Date to but excluding the First Interest Payment Date and thereafter, each period from and including an Interest Payment Date to but excluding the next Interest Payment Date. (ii) Interest Payment Dates: 26 October, 26 January, 26 April and 26 July in each year from, and including, 26 October 2010 to, and including, the Maturity Date (iii) First Interest Payment Date: 26 October 2010 (iv) Business Day Convention: No Adjustment (v) Manner in which the Rates of Interest are to be determined: For the interest periods from and including the Issue Date to but excluding the Interest Payment Date falling in July 2015, Interest will be calculated in accordance with the following formula: (3M USD Libor %) x N/M Where: "3M USD Libor" means the USD-LIBOR-BBA with a designated maturity of 3 months which appears on Reuters Screen LIBOR01 as of 11:00 am London time 2 London Business Days prior to the first day of the relevant Interest Period. If such rate does not appear on Reuters Screen LIBOR01, 3M USD Libor will be determined in accordance with the provisions of Condition 5B.03 (ii), (iii) and (iv); "N" means the number of days in the Interest Period in which the Libor Rate is greater than or equal to 0.00% and less than or equal to 7.00%; "M" means the total number of days in the Interest Period; and "Libor Rate" means the USD-LIBOR-BBA with a designated maturity of 3 months which appears on Reuters Screen LIBOR01 as of 11:00 am London time, as determined daily for that day by the Determination Agent

3 (vi) Party responsible for calculating the Rates of Interest and/or Interest Amounts (if not the Agent): For the avoidance of doubt: (i) for non London Business Days the Libor Rate will be equal to the Libor Rate observed the preceding London Business Day; and (ii) the Libor Rate for the last 5 New York and London Business Days of the Interest Period will be set equal to the Libor Rate observed 5 New York and London Business Days prior to the last day of the Interest Period. For the interest periods from and including the Interest Payment Date falling in July 2015 to but excluding the Maturity Date, Interest will be calculated in accordance with the following formula: 8 x (CMS10 CMS2) Where: "CMS10" means the USD-ISDAFIX3-Swap Rate with a designated maturity of 10 years which appears on Reuters Screen ISDAFIX3 as of 11:00 am New York time 2 New York Business Days prior to the first day of the relevant Interest Period; and "CMS2" means the USD-ISDAFIX3-Swap Rate with a designated maturity of 2 years which appears on Reuters Screen ISDAFIX3 as of 11:00 am New York time 2 New York Business Days prior to the first day of the relevant Interest Period. Morgan Stanley & Co. International plc (the "Determination Agent") (vii) Screen Rate Determination As detailed at paragraph 16(v) above: For the interest periods from and including the Issue Date to but excluding the Interest Payment Date falling in July 2015: Reference Rate: 3 month USD LIBOR Interest Determination Dates: 11:00 am London time 2 London Business Days prior to the first day of the relevant Interest Period Relevant Screen Page: Reuters Screen LIBOR01 For the interest periods from and including the Interest Payment Date falling in July 2015 to but excluding the Maturity Date: Reference Rate: USD-ISDAFIX3-Swap Rate with designated maturities of 10 and 2 years Interest Determination Dates: 11:00 am New York time 2 New York Business Days prior to the first day of the relevant Interest Period Relevant Screen Page: Reuters Screen ISDAFIX3 (viii) ISDA Determination: (ix) Margin: For the interest periods from and including the Issue Date to but excluding the Interest Payment Date falling in July 2015, 2.15%, as detailed at paragraph 16(v) above - 3 -

4 (x) Minimum Rate of Interest: 0.00 per cent. per annum (xi) Maximum Rate of Interest: (xii) Day Count Fraction: 30/360 (xiii) Fall back provisions, rounding provisions denominator and any other terms relating to the method of calculating interest on Floating Rate Instruments if different from those set out in the Conditions: For the interest periods from and including the Interest Payment Date falling in July 2015 to but excluding the Maturity Date, subparagraphs (i) to (iv) of Condition 5B.03 shall be replaced with the following: "(i) the Determination Agent will determine the rate for U.S. Dollar swaps with a maturity of 10 and 2 years (the "CMS 10" or "CMS 2", respectively), expressed as a percentage, which appears on Reuters Screen Page ISDAFIX3 as of 11:00 a.m., New York time, on the day that is 2 New York Business Days prior to the first day of the relevant Interest Period (the "Interest Determination Date"); (ii) if the Determination Agent determines in its sole and absolute discretion that, on any Interest Determination Date, the CMS 10 or the CMS 2, as applicable, does not appear on Reuters Screen Page ISDAFIX3, the CMS 10 or the CMS 2, as applicable, will be the rate determined by the Determination Agent as if "USD-CMS-Reference Banks", as defined in the ISDA Definitions, had been specified," 17. Index-Linked Interest Instrument/other Variable-Linked Interest Instrument Provisions 18. Dual Currency Note Provisions: PROVISIONS RELATING TO REDEMPTION 19. Call Option: Applicable (i) Optional Early Redemption Dates: From and including the Interest Payment Date falling in July 2015, and on each Interest Payment Date thereafter to but excluding the Maturity Date (ii) Optional Early Redemption Amount (Call) of each Instrument and method, if any, of calculation of such amount(s): USD 100,000 per Instrument of USD 100,000 specified denomination (iii) If redeemable in part: (a) Minimum Redemption Amount: (b) Maximum Redemption Amount: (iv) Notice period No later than 11:00 am New York time 5 New York and London Business Days prior to the relevant Optional Early Redemption Date 20. Put Option - 4 -

5 21. Maturity Redemption Amount of each Instrument USD 100,000 per Instrument of USD 100,000 specified denomination 22. Early Redemption Amount (Tax) Early Redemption Amount(s) of each Instrument payable on redemption for taxation reasons or on event of default or other early redemption and/or the method of calculating the same (if required or if different from that set out in the Conditions): As per the Conditions GENERAL PROVISIONS APPLICABLE TO THE INSTRUMENTS 23. Form of Instruments: Bearer Temporary Global Instrument exchangeable for a Permanent Global Instrument which is exchangeable for Definitive Instruments in the limited circumstances specified in the Permanent Global Instrument 24. New Global Note: Yes 25. Talons for future Coupons or Receipts to be attached to Definitive Instruments (and dates on which such Talons mature): 26. Details relating to Partly Paid Instruments: 27. Business Day: London and New York 28. Relevant Financial Centre: New York 29. Relevant Financial Centre Day: London and New York 30. Details relating to Instalment Instruments: 31. Temporary Commissioner: Mr. Jesús Merino 32. Other final terms: DISTRIBUTION 33. If syndicated, names and addresses of Managers and underwriting commitments: 34. If non-syndicated, name and address of Dealer/Manager: Morgan Stanley & Co. International plc 25 Cabot Square Canary Wharf London E14 4QA United Kingdom 35. Total commission and concession: 36. US Selling Restrictions: Reg. S Compliance Category 2; TEFRA D 37. Non-exempt Offer: 38. Additional Selling Restrictions: CREDIT LINKED INSTRUMENTS: - 5 -

6 PURPOSE OF FINAL TERMS These Final Terms comprise the final terms required for issue and admission to trading on Regulated Market of the Luxembourg Stock Exchange of the Instruments described herein pursuant to the 32,000,000,000 Programme for the Issuance of Debt Instruments of Santander International Debt, S.A. Unipersonal and Santander Issuances, S.A. Unipersonal guaranteed by Banco Santander, S.A. RESPONSIBILITY The Issuer and the Guarantor accept responsibility for the information contained in these Final Terms. CONFIRMED SANTANDER INTERNATIONAL DEBT, S.A. UNIPERSONAL By: Authorised Signatory Date: 21 July 2010 BANCO SANTANDER, S.A. By: Authorised Signatory Date: 21 July

7 1. LISTING AND ADMISSION TO TRADING PART B OTHER INFORMATION Application has been made by the Issuer (or on its behalf) for the Instruments to be listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the Regulated Market of the Luxembourg Stock Exchange with effect from 26 July RATINGS The Instruments to be issued are expected to be rated: S&P: AA Moody's: Aa2 Fitch: AA 3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE Save as discussed in paragraph 5.4 ("Placing and Underwriting") of the Base Prospectus, so far as the Issuer is aware, no person involved in the offer of the Instruments has an interest material to the offer. 4. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES (i) Reasons for the offer: The net proceeds of the issue will be used for the general funding purposes of the Group (ii) Estimated net proceeds: (iii) Estimated total expenses: EUR 3,550 (Listing fees) 5. Floating Rate Instruments only HISTORIC INTEREST RATES Details of historic LIBOR rates can be obtained from Reuters Screen LIBOR Index-Linked or other viable-linked Instruments only PERFORMANCE OF INDEX/FORMULA/other variable, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS and other information concerning the underlying 7. Dual Currency Instruments only PERFORMANCE OF RATE[S] OF EXCHANGE AND EXPLANATION OF EFFECT ON VALUE OF INVESTMENT 8. OPERATIONAL INFORMATION ISIN: XS Common Code: Any Clearing System other than Euroclear and Clearstream Banking, société anonyme and the relevant identification numbers: Delivery: Names and addresses of additional Paying Agent(s) (if any): Intended to be held in a manner which would allow Eurosystem eligibility: Delivery against payment Yes Note that the designation "yes" simply means that the Instruments are intended upon issue to be deposited with - 7 -

8 one of the ICSDs as common safekeeper and does not necessarily mean that the Instruments will be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met. 9. TERMS AND CONDITIONS OF THE OFFER - 8 -