Santander Announces a Cash Tender Offer for Santander Issuances, S.A. Unipersonal's Fixed-to-Floating Callable Subordinated

    Santander Announces a Cash Tender Offer for Santander Issuances, S.A.
     Unipersonal's Fixed-to-Floating Callable Subordinated Notes due 2019
(ISIN/CUSIP: US80281TAD00/80281TAD0 (144A) and USE8682YAS75/E8682YAS7 (Reg S))

PR Newswire

MADRID, March 6, 2013

MADRID, March 6, 2013 /PRNewswire/ --Banco Santander, S.A. ("Santander")
today announced the commencement of a cash tender offer (the "Tender Offer")
for any and all of the outstanding Fixed-to-Floating Callable Subordinated
Notes due 2019 issued by Santander Issuances, S.A. Unipersonal (the "Notes").
The Notes are listed on the London Stock Exchange. Santander holds
approximately $4,750,000 of the total $257,500,000 principal amount of the
Notes outstanding. The Tender Offer will expire at 5:00 p.m., New York City
time on March 13, 2013 unless extended.

Santander will pay holders (the "Noteholders") $102,000 per $100,000 principal
amount of Notes validly tendered and accepted for purchase pursuant to the
Tender Offer, plus accrued and unpaid interest to, but not including, the
settlement date. Settlement is expected to occur on or around March 19, 2013.
The Tender Offer is being undertaken as a part of the Bank's active management
of liabilities and capital, and is focused on core capital generation as well
as the optimization of the future interest expense. The Tender Offer is also
designed to provide liquidity in the market and to offer Noteholders the
possibility to exit their investment in the Notes.

Additional terms and conditions of the Tender Offer are contained in the Offer
to Purchase dated March 6, 2013, which is being sent to holders of the Notes.

Requests for copies of the Offer to Purchase may be directed to the
Information and Tender Agent for the Tender Offer, Lucid Issuer Services
Limited ("Lucid"), in London at 44-(0)-207-704-0880, Attention: David Shilson
/ Paul Kamminga, or via email at santander@lucid-is.com. The Dealer Managers
for the Tender Offer are BofA Merrill Lynch and Santander. Questions
regarding the Tender Offer can be directed to Lucid at the contact information
listed above, to BofA Merrill Lynch, 214 North Tryon Street, 21^st Floor,
Charlotte, NC 28255, Attention: Liability Management Group, 1-888-292-0070
(toll-free) or 1-980-387-3907 (collect) or to Santander Investment Securities
Inc. at 45 East 53rd Street, New York, NY 10022, Attention: Syndicate
Department, 1-212-407-0995.

The Tender Offer will not be made to, and any tenders will not be accepted
from, or on behalf of, holders in any jurisdiction in which the making of such
a tender offer would not be in compliance with the laws or regulations of such
jurisdictions. 

THE TENDER OFFER IS SUBJECT TO OFFER AND DISTRIBUTION RESTRICTIONS IN ANY
JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE OF THE TENDER OFFER WOULD NOT
BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTIONS, INCLUDING APPLICABLE
SECURITIES OR "BLUE SKY" LAWS. THE DISTRIBUTION OF THIS ANNOUNCEMENT IN THOSE
JURISDICTIONS IS RESTRICTED BY THE LAWS OF SUCH JURISDICTIONS.

Offer and Distribution Restrictions

Belgium

Neither the Offer to Purchase nor any other documents or materials relating to
the Tender Offer have been submitted to or will be submitted for approval or
recognition to the Belgian Financial Services and Markets Authority (Autorite
des services et marches financiers/Autoriteit voor Financiele Markten en
Diensten) and, accordingly, the Tender Offer may not be made in Belgium by way
of a public offering, as defined in Article 3 of the Belgian Law of 1 April
2007 on public takeover bids or as defined in Article 3 of the Belgian Law of
16 June 2006 on the public offer of placement instruments and the admission to
trading of placement instruments on regulated markets (together, the Belgian
Public Offer Law), each as amended or replaced from time to time.
Accordingly, the Tender Offer may not be advertised and the Tender Offer will
not be extended, and neither the Offer to Purchase nor any other documents or
materials relating to the Tender Offer (including any memorandum, information
circular, brochure or any similar documents) has been or shall be distributed
or made available, directly or indirectly, to any person in Belgium other than
"qualified investors" in the sense of Article 10 of the Belgian Public Offer
Law (as amended from time to time), acting on their own account. Insofar as
Belgium is concerned, the Offer to Purchase has been issued only for the
personal use of the above qualified investors and exclusively for the purpose
of the Tender Offer. Accordingly, the information contained in the Offer to
Purchase may not be used for any other purpose or disclosed to any other
person in Belgium.

France

The Tender Offer is not being made, directly or indirectly, to the public in
the Republic of France (France). Neither the Offer to Purchase nor any other
document or material relating to the Tender Offer has been or shall be
distributed to the public in France and only to (i) providers of investment
services relating to portfolio management for the account of third parties
(personnes foumissant le service d'investissement de gestion de portefeuille
pour compte de tiers) and/or (ii) qualified investors (investisseurs
qualifies) other than individuals, in each case acting on their own account
and all as defined in, and in accordance with, Articles L.411-1, L.411-2 and
D.411-1 et seq of the French Code Monetaire et Financier, are eligible to
participate in the Offers. The Offer to Purchase has not been and will not be
submitted for clearance to nor approved by the Autorite des Marches
Financiers.

Japan

The Tender Offer is not being made, directly or indirectly, in Japan or to, or
for the benefit of, any Resident of Japan (as defined under Item 5, Paragraph
1, Article 6 of the Foreign Exchange and Foreign TradeAct (Act No. 228 of
1949, as amended)) or to others, directly or indirectly, in Japan to, or for
the benefit of a Resident of Japan, except pursuant to an exemption from the
registration requirements and otherwise in compliance with, the Financial
Instruments and Exchange Act (Act No. 25 of 1948, as amended) (FIEA) and any
other applicable laws, regulations and ministerial guidelines of Japan.

Republic of Italy

None of the Tender Offer, the Offer to Purchase or any other documents or
materials relating to the Tender Offer have been or will be submitted to the
clearance procedure of the Commissione Nazionale per le Societa e la Borsa
(CONSOB), pursuant to applicable Italian laws and regulations.

The Tender Offer is being carried out in the Republic of Italy as an exempted
offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree
No. 58 of 24 February 1998, as amended (the Financial Services Act) and
article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as
amended (the Issuers' Regulation), as the case may be. The Tender Offer is
also being carried out in compliance with article 35-bis, paragraph 7 of the
Issuers' Regulation.

A holder of Notes located in the Republic of Italy can tender Notes through
authorised persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in the Republic of Italy
in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of
29 October 2007, as amended from time to time, and Legislative Decree No. 385
of September 1, 1993, as amended) and in compliance with applicable laws and
regulations or with requirements imposed by CONSOB or any other Italian
authority.

Each intermediary must comply with the applicable laws and regulations
concerning information duties vis-a-vis its clients in connection with the
Notes or the Tender Offer.

Spain

Neither the Tender Offer nor the Offer to Purchase constitute an offer of
securities or the solicitation of an offer of securities to the public in
Spain under the Spanish Securities Market Law (Ley 24/1988, de 28 de Julio,
del Mercado de Valores), Royal Decree 1310/2005, of 4 November 2005 and Royal
Decree 1066/2007, of 27 July 2007. Accordingly, the Offer to Purchase has not
been submitted for approval and has not been approved by the Spanish
Securities Market Regulator (Comision Nacional del Mercado de Valores).

United Kingdom

The communication of this announcement and the Offer to Purchase and any other
documents or materials relating to the Tender Offer is not being made, and
such documents and/or materials have not been approved, by an authorised
person for the purposes of section 21 of the Financial Services and Markets
Act 2000. Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in the United
Kingdom. The communication of such documents and/or materials is exempt from
the restriction on financial promotions under section 21 of the Financial
Services and Markets Act 2000 on the basis that it is only directed at and may
be communicated to (1) those persons who are existing members or creditors of
Banco Santander or any of its subsidiaries that are not open-ended investment
companies or other persons within Article 43 of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the Financial
Promotion Order)), (2) those persons in the United Kingdom falling within the
definition of investment professionals (as defined in Article 19(5) of the
Financial Promotion Order and (3) to any other persons to whom these documents
and/or materials may lawfully be communicated in accordance with the Financial
Promotion Order.

SOURCE Banco Santander, S.A.

Contact: Media: Peter Greiff, +34 91 289 5207, pgreiff@gruposantander.com, or
Ovidio Cordero, +34 91 289 5750, olcordero@gruposantander.com, Investor:
Investor relations, +34 91 289 6514, investor@gruposantander.com