Company Announcements

Information to bondholders

Source: RNS
RNS Number : 8177R
Banco Santander S.A.
08 July 2022


Banco Santander, S.A. ("Banco Santander" or the "Bank"), in compliance with the relevant securities market legislation, hereby announces:




Holders of those covered bonds secured by mortgage-backed loans (cédulas hipotecarias), by public sector loans (cédulas territoriales) and by internationalization loans (cédulas de internacionalización) issued by the Bank, currently outstanding and whose ISIN (International Securities Identification Numbering) codes are set forth in Annex 1 (respectively, the "Mortgage-Backed Covered Bonds'", the "Public Sector Covered Bonds'" and the "Internationalization Covered Bonds'" and, jointly, the "Covered Bonds"), are hereby informed that, as of today, the legal regime for the Covered Bonds will be that provided for in Royal Decree-Law 24/2021.[1]

As a consequence of the above, holders of the Covered Bonds are hereby informed that:

-           Said securities have been included in the Bank's mortgage-backed covered bonds programme (programa de cédulas hipotecarias), public sector covered bonds programme (programa de cédulas territoriales) or internationalization covered bonds programme (programa de cédulas de internacionalización) (as corresponds) (respectively, the "Mortgage-Backed Covered Bonds' Programme", the "Public Sector Covered Bonds' Programme" and the "Internationalization Covered Bonds' Programme" and, together, the "Programmes").[2] On 4 July, Banco de España has authorised the establishment of each of the Programmes.

-           The payment obligations of the Bank regarding the covered bonds included, now or in the future, in each one of the Programmes will be especially covered by an open and variable portfolio of assets identified and individualised in the Bank's corresponding special registry (each asset portfolio, the "Cover Pool").[3]

-           Deloitte Advisory, S.L. ("Deloitte") has been designated as external cover pool monitor for the Cover Pools and, in that capacity, has verified the transitioning process followed by Banco Santander and has checked that the transferred assets fulfil the criteria established by the Bank in line with Royal Decree-Law 24/2021. In particular, Deloitte has verified that the valuation of the real estate assets securing the mortgage loans integrated in the Cover Pool of the Mortgage-Backed Covered Bonds Programme used to ensure that such loans comply with the requirements of Royal Decree-Law 24/2021 is the lower of (i) the reference value being used by the issuer in accordance with Circular 4/2017, of Banco de España, and (ii) the full individual appraisal value performed in accordance with Order ECO/805/2003 on the occasion of the granting of the loan.

-           The Covered Bonds will otherwise continue to be governed, mutatis mutandis, by their corresponding terms and conditions.


The entry into force of Royal Decree-Law 24/2021 has not affected the ratings of the Covered Bonds.


Boadilla del Monte (Madrid), 8 July 2022.

[1] As of today, the first book, the first through third transitory provisions, the first and fourth final provisions and letters a) through e) of the sole repealing provision of Royal Decree-Law 24/2021 of 2 November on the transposition of certain European Union Directives in the areas of covered bonds, cross-border distribution of collective investment undertakings, open data and reuse of public sector information, exercise of copyright and related rights applicable to certain online transmissions and retransmissions of radio and television programmes, temporary exemptions for certain imports and supplies, for consumers and for the promotion of clean and energy efficient road transport vehicles (as amended by Royal Decree-Law 11/2022, of June 25, adopting and extending certain measures to respond to the economic and social consequences of the war in Ukraine, to address situations of social and economic vulnerability, and for the economic and social recovery of the island of La Palma) (the "Royal Decree-Law 24/2021") have come into force.

[2] In addition to the Covered Bonds, each one of the Programmes (as appropriate) will include any other mortgage-backed, public sector or internationalization covered bonds (as corresponds) issued by the Bank that explicitly adhere to the corresponding Programme.

[3] The Bank will have three Cover Pools related to the Programmes: one Cover Pool that will cover the obligations corresponding to the covered bonds included in the Mortgage-Backed Covered Bonds Programme, another one that will cover the obligations corresponding to the covered bonds included in the Public Sector Covered Bonds Programme and another one that will cover the obligations corresponding to the covered bonds included in the Internationalization Covered Bonds Programme. Each of the Cover Pools will consist exclusively of the primary assets and, when appropriate, the liquid assets, replacement assets and derivative instruments eligible under Royal Decree-Law 24/2021.

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