As filed with the U.S. Securities and Exchange Commission on October 27, 2014
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
___________________
Banco Santander, S.A.
(Exact name of issuer of deposited securities as specified in its charter)
Kingdom of Spain
(Jurisdiction of incorporation or organization of issuer)
JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its charter)
4 New York Plaza, Floor 12, New York, NY, 10004
Telephone (800) 990-1135
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
____________________
Banco Santander, S.A.
New York Branch
45 E. 53rd St.
New York, New York 10022
Attn. James H. Bathon, Legal Counsel
(212) 350-3500
(Address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
| Scott A. Ziegler, Esq. |
Ziegler, Ziegler & Associates LLP 570 Lexington Avenue, 44th Floor New York, New York 10022 (212) 319-7600 |
It is proposed that this filing become effective under Rule 466
x immediately upon filing
If a separate registration statement has been filed to register the deposited shares, check the following box. o
CALCULATION OF REGISTRATION FEE
Title of each class of Securities to be registered | Amount to be registered | Proposed maximum aggregate price per unit (1) | Proposed maximum aggregate offering price (2) | Amount of registration fee |
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing one ordinary share of Banco Santander, S.A. | 1,000,000,000 American Depositary Shares | $0.05 | | |
| (1) | Each unit represents one American Depositary Share. |
| (2) | Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Receipts evidencing American Depositary Shares. |
PART I
INFORMATION REQUIRED IN PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt (“ADR” or “American Depositary Receipt”) filed herewith as Exhibit (a)(4) to this Registration Statement, which is incorporated herein by reference.
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
CROSS REFERENCE SHEET
Item Number and Caption | | Location in Form of American Depositary Receipt Filed Herewith as Prospectus |
| | | | | | |
| (1) | Name of Depositary and address of its principal executive office | | Face, introductory paragraph and final sentence on face |
| | | | | | |
| (2) | Title of ADR and identity of deposited securities | | Face, top center and introductory paragraph |
| | | | | | |
| | Terms of Deposit: | | | |
| | | | | | |
| | (i) | Amount of deposited securities represented by one unit of American Depositary Shares | | Face, introductory paragraph |
| | | | | | |
| | (ii) | Procedure for voting, if any, the deposited securities | | |
| | | | | | |
| | (iii) | Collection and distribution of dividends | | Face, paragraphs (4), (5) and (8); Reverse, paragraph (11) |
| | | | | | |
| | (iv) | Transmission of notices, reports and proxy soliciting material | | Face, paragraph (10); Reverse, paragraph (15) |
| | | | | | |
| | (v) | Sale or exercise of rights | | Face, paragraphs (3), (4) and (7); Reverse, paragraph (11) |
| | | | | | |
| | (vi) | Deposit or sale of securities resulting from dividends, splits or plans of reorganization | | Face, paragraphs (3) and (7); Reverse, paragraphs (11) and (14) |
| | (vii) | Amendment, extension or termination of the Deposit Agreement | | Reverse, paragraphs (19) and (20) (no provision for extension) |
| | | | | | |
| | (viii) | Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of holders of ADRs | | |
| | | | | | |
| | (ix) | Restrictions upon the right to deposit or withdraw the underlying securities | | Face, paragraphs (1), (2), (4), (5) and (7) |
| | | | | | |
| | (x) | Limitation upon the liability of the Depositary and/or the Company | | |
| | | | | | |
| (3) | Description of all fees and charges which may be imposed directly or indirectly against the holders of ADRs | | |
| | | | | | |
Item 2. AVAILABLE INFORMATION
Item Number and Caption | | Location in Form of American Depositary Receipt Filed Herewith as Prospectus |
| | | | | | |
| (b) | Statement that Banco Santander, S.A. is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with the Securities and Exchange Commission and that such reports can be inspected by holders of ADRs and copied at public reference facilities maintained by the Commission in Washington, D.C. | | |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
| | (a)(1) | Deposit Agreement. Deposit Agreement dated as of June 1, 1987 among Banco Santander, S.A. (fka Banco Santander Central Hispano, S.A.), JPMorgan Chase Bank (fka Morgan Guaranty Trust Company of New York), as depositary (the "Depositary"), and all holders from time to time of ADRs issued thereunder (the "Deposit Agreement"). Previously filed as exhibit (a)(1) to Registration Statement No. 333-12274 which is incorporated herein by reference. |
| | (a)(2) | Amendment No. 1 to Deposit Agreement. Previously filed as exhibit (a)(2) to Registration Statement No. 333-12274 which is incorporated herein by reference. |
| | (a)(3) | Amendment No. 2 to Deposit Agreement. Previously filed as exhibit (a)(3) to Registration Statement No. 333-151677 which is incorporated herein by reference. |
| | (a)(4) | Form of American Depositary Receipt. Filed herewith as Exhibit (a)(4). |
| | (b) | Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. Not applicable. |
| | (c) | Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. Not applicable. |
| | (d) | Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities being registered. Filed herewith as Exhibit (d). |
| | (e) | Certification under Rule 466. Filed herewith as Exhibit (e). |
| | (f) | Power of Attorney. Included as part of the signature pages hereto. |
Item 4. UNDERTAKINGS
| | (a) | The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer. |
| | (b) | If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty days before any change in the fee schedule. |
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A., on behalf of the legal entity created by the Deposit Agreement, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on October 27, 2014.
| | Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares |
| | | | |
| | By: | JPMORGAN CHASE BANK, N.A., as Depositary |
| | | | |
| | | | |
| | By: | /s/ Gregory A. Levendis | |
| | Name: | | |
| | Title: | | |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Banco Santander, S.A. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Boadilla del Monte (Madrid), Spain, on October 27, 2014.
| | Banco Santander, S.A. | |
| | | | |
| | By: | /s/ José Manuel de Araluce | |
| | | Name: José Manuel de Araluce | |
| | | Title: Global Head of Compliance | |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below (whether as a member of the Board of Directors or officer of Banco Santander, S.A., as authorized representative of Banco Santander, S.A. or otherwise) constitutes and appoints Ana Botín, Matías R. Inciarte, Javier Marín, Ignacio Benjumea, José Antonio Álvarez, José Luis de Mora, José Manuel de Araluce and Javier Illescas and each of them, with full power to act without the other, as his or her true and lawful attorney-in-fact and agent, each with full and several power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) and supplements to this Registration Statement and any and all related registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents of each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they or he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Under the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| Signature | | Title | Date |
| | | | |
| /s/ Ana Botín | | Group Executive Chairman | October 27, 2014 |
| Ana Botín | | | |
| | | | |
/s/ Fernando de Asúa | | First Vice Chairman | October 27, 2014 |
| Fernando de Asúa | | | |
| | | | |
/s/ Javier Marín | | Chief Executive Officer and Director | October 27, 2014 |
| Javier Marín | | | |
| | | | |
/s/ Matías R. Inciarte | | Second Vice Chairman | October 27, 2014 |
| Matías R. Inciarte | | | |
| | | | |
| /s/ Guillermo de la Dehesa | | Third Vice Chairman | October 27, 2014 |
| Guillermo de la Dehesa | | | |
| | | | |
| | | Director | |
| Javier Botín | | | |
| | | | |
| /s/ Sheila C. Blair | | Director | October 27, 2014 |
| Sheila C. Blair | | | |
| | | | |
/s/ Rodrigo Echenique | | Director | October 27, 2014 |
| Rodrigo Echenique | | | |
| | | | |
/s/ Esther Giménez-Salinas | | Director | October 27, 2014 |
| Esther Giménez-Salinas | | | |
| | | | |
/s/ Ángel Jado | | Director | October 27, 2014 |
| Ángel Jado | | | |
| | | | |
| | | Director | |
| Abel Matutes | | | |
| | | | |
| /s/ Juan R. Inciarte | | Director | October 27, 2014 |
| Juan R. Inciarte | | | |
| | | | |
| /s/ Isabel Tocino | | Director | October 27, 2014 |
| Isabel Tocino | | | |
| | | | |
| /s/ Juan Miguel Villar Mir | | Director | October 27, 2014 |
| Juan Miguel Villar Mir | | | |
| | | | |
| /s/ José Antonio Álvarez | | Chief Financial Officer | October 27, 2014 |
| José Antonio Álvarez | | | |
| | | | |
/s/ José Tejón | | Chief Accounting Officer | October 27, 2014 |
| José Tejón | | | |
| | | | |
/s/ James H. Bathon | | Authorized Representative in the United States | October 27, 2014 |
| James H. Bathon | | | |
INDEX TO EXHIBITS
Exhibit Number | | |
| | | |
| (a)(4) | Form of American Depositary Receipt | |
| | | |
| (d) | Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered. | |
| | | |
| (e) | Certification under Rule 466. | |
