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As Of Filer Filing For·On·As Docs:Size Issuer Agent 8/25/09 Santander Fin Prefer… Unipersonal F-4 POS 8/25/09 2:290K Davis Polk & … LLP 01/FA Banco Santander, S.A. |
Document/Exhibit Description Pages Size 1: F-4 POS Post-Effective Amendment to an F-4 HTML 177K 2: EX-23.8 Consent of Experts or Counsel HTML 6K
|
BANCO
SANTANDER, S.A.
|
SANTANDER
FINANCE PREFERRED, S.A.
UNIPERSONAL
|
|
|
(Exact
name of Registrant as specified in its charter)
Kingdom
of Spain
(Jurisdiction
of incorporation of organization)
6029
(Primary
Standard Industrial Classification Code Number)
132617929
(I.R.S.
Employer Identification Number)
|
(Exact
name of Registrant as specified in its charter)
Kingdom
of Spain
(Jurisdiction
of incorporation of organization)
6029
(Primary
Standard Industrial Classification Code Number)
98-0420594
(I.R.S.
Employer Identification Number)
|
|
CIUDAD
GRUPO SANTANDER
AVENIDA
DE CANTABRIA
28660
BOADILLA DEL MONTE
MADRID,
SPAIN
TELEPHONE:
+34-91-259-6520
|
|
(Address,
Including Zip Code, and Telephone Number, Including Area Code, of
Registrant’s Principal Executive
Offices)
|
|
BANCO
SANTANDER, S.A.
NEW
YORK BRANCH
45
EAST 53RD STREET
TELEPHONE:
(212) 350-3500
|
|
(Name,
Address, Including Zip Code, and Telephone Number, Including Area Code, of
Agent For Service)
|
|
Copies
to:
|
|
|
NICHOLAS
A. KRONFELD
MAURICE
BLANCO
DAVIS
POLK & WARDWELL LLP
450
LEXINGTON AVENUE
(212)
450-4000
|
CRAIG
CHAPMAN
SIDLEY
AUSTIN LLP
WOOLGATE
EXCHANGE
25
BASINGHALL STREET
LONDON
EC2V 5HA
+44
(0) 20 7360-3600
|
|
Exchange
Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
|
o | |
|
Exchange
Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
|
o |
|
CALCULATION
OF REGISTRATION FEE
|
||||
|
Title
Of Each Class
Of
Securities To Be Registered
|
Amount
To Be Registered
|
Proposed
Maximum Offering Price Per Unit(1)
|
Proposed
Maximum Aggregate Offering Price(1)
|
Amount
Of
Registration
Fee(2)
|
|
10.5%
Non-Cumulative Guaranteed Series 10 Preferred Securities, par value $25
per security, of Santander Finance Preferred, S.A.
Unipersonal
|
51,448,000
|
100%
|
$1,286,200,000
|
$71,770.40
|
|
Guarantee
of 10.5% Non-Cumulative Guaranteed Series 10 Preferred Securities, par
value $25 per security, of Santander Finance Preferred, S.A.
Unipersonal
|
51,448,000
|
—
|
—
|
None(3)
|
|
Fixed-to-Floating
Non-Cumulative Guaranteed Series 11 Preferred Securities, par value $1,000
per security, of Santander Finance Preferred, S.A.
Unipersonal
|
800,000
|
100%
|
$800,000,000
|
$44,640.00
|
|
Guarantee
of Fixed-to-Floating Non-Cumulative Guaranteed Series 11 Preferred
Securities, par value $1,000 per security, of Santander Finance Preferred,
S.A. Unipersonal
|
800,000
|
—
|
—
|
None(3)
|
|
(1)
|
The
securities being registered hereby are offered in exchange for the
securities described in this prospectus. The registration fee has been
computed based on the face value of the securities pursuant to Rule 457
under the Securities Act.
|
|
(2)
|
Calculated
using a registration fee rate of $55.80 per million. The registration fee
was previously paid in connection with the initial filing of, and
Amendment No. 1 to, this Form F-4.
|
|
(3)
|
Pursuant
to Rule 457(n) under the Securities Act of 1933, no separate fee is
payable with respect to the
guarantee.
|
|
Exhibit
No.
|
Documents
|
|
|
3.1
|
Bylaws
(Estatutos) of Banco Santander, S.A. as amended (1)
|
|
|
3.2
|
Bylaws
of Banco Santander, S.A., as amended (English translation)
(2)
|
|
|
3.3
|
Articles
of Association of Santander Finance Preferred, S.A. Unipersonal
(3)
|
|
|
3.4
|
Articles
of Association of Santander Finance Preferred, S.A. Unipersonal (English
translation) (4)
|
|
|
3.5
|
Amendment
to the Articles of Association (Estatutos) of Santander Finance Preferred
S.A. Unipersonal (5)
|
|
|
3.6
|
Amendment
to the Articles of Association (Estatutos) of Santander Finance Preferred
S.A. Unipersonal (English translation) (6)
|
|
|
3.7
|
Amendment
to the Articles of Association (Estatutos) of Santander Finance Preferred
S.A. Unipersonal (7)
|
|
|
3.8
|
Amendment
of the Articles of Association (Estatutos) of Santander Finance Preferred
S.A. Unipersonal (English translation) (8)
|
|
|
3.9
|
Amendment
to the Articles of Association (Estatutos) of Santander Finance Preferred
S.A. Unipersonal (9)
|
|
|
3.10
|
Amendment
to the Articles of Association (Estatutos) of Santander Finance Preferred
S.A. Unipersonal (English translation) (10)
|
|
|
4.1
|
Form
of Global Fixed Exchange Preferred
Security**
|
|
4.2
|
Form
of Global Fixed-to-Floating Exchange Preferred
Security**
|
|
4.3
|
Form
of Payment and Guarantee Agreement with respect to the fixed exchange
preferred securities**
|
|
4.4
|
Form
of Payment and Guarantee Agreement with respect to the fixed-to-floating
exchange preferred securities**
|
|
5.1
|
Opinion
of Davis Polk & Wardwell LLP with respect to the exchange preferred
securities**
|
|
5.2
|
Opinion
of Natalia Butragueño with respect to the exchange preferred
securities**
|
|
8.1
|
Tax
Opinion of Davis Polk & Wardwell LLP (included in the section
“Taxation—U.S. Federal Income Tax Considerations” of Amendment No. 1 to
this registration statement)**
|
|
8.2
|
Tax
Opinion of Allen & Overy LLP**
|
|
10.1
|
Payment
and Guarantee Agreement dated as of March 8, 2004, with respect to
existing Series 1 preferred securities (11)
|
|
10.2
|
Payment
and Guarantee Agreement between Banco Santander, S.A. (formerly named
Banco Santander Central Hispano, S.A.) and Santander Finance Preferred,
S.A. Unipersonal dated November 21, 2006, with respect to existing Series
4 preferred securities (12)
|
|
10.3
|
Payment
and Guarantee Agreement between Banco Santander, S.A. (formerly named
Banco Santander Central Hispano, S.A.) and Santander Finance Preferred,
S.A. Unipersonal dated January 31, 2007, with respect to existing Series 5
preferred securities (13)
|
|
10.4
|
Payment
and Guarantee Agreement between Banco Santander, S.A. (formerly named
Banco Santander Central Hispano, S.A.) and Santander Finance Preferred,
S.A. Unipersonal dated March 5, 2007, with respect to existing Series 6
preferred securities (14)
|
|
10.5
|
Statement
with Respect to Shares of Sovereign Bancorp, Inc. with respect to Series C
Non-Cumulative Perpetual Preferred Stock, filed with the Secretary of
State of the Commonwealth of Pennsylvania on May 1, 2006
(15)
|
|
10.6
|
Form
of Certificate representing the Series C Non-Cumulative Perpetual
Preferred Stock of Sovereign Bancorp, Inc. (16)
|
|
10.7
|
Deposit
Agreement, dated as of May 1, 2006 between Sovereign Bancorp, Inc., Mellon
Investor Services LLC and the holders from time to time of the depositary
receipts described therein (17)
|
|
10.8
|
Form
of Depositary Receipt (included as part of Exhibit 10.7
above)
|
|
10.9
|
Abbey
Partnership Preferred Securities Subordinated Guarantee Agreement
(18)
|
|
10.11
|
Abbey
Trust Securities Subordinated Guarantee Agreement (19)
|
|
10.12
|
Abbey
Certificate of Trust (20)
|
|
10.13
|
Abbey
Amended and Restated Declaration of Trust (21)
|
|
12.1
|
Banco
Santander’s calculation of ratio of earnings to combined fixed
charges**
|
|
12.2
|
Abbey
National’s calculation of earnings to combined fixed
charges**
|
|
12.3
|
Sovereign’s
calculation of earnings to combined fixed charges**
|
|
21
|
List
of subsidiaries of Banco Santander, S.A. (22)
|
|
23.1
|
Consent
of Davis Polk & Wardwell LLP (contained in their opinion filed as
Exhibit 5.1)
|
|
23.2
|
Consent
of Natalia Butragueño (contained in her opinion filed as Exhibit
5.2)
|
|
23.3
|
Consent
of Davis Polk & Wardwell LLP with regard to tax
opinion*
|
|
23.4
|
Consent
of Allen & Overy LLP (contained in their opinion filed as Exhibit
8.2)
|
|
23.5
|
Consent
of Deloitte, S.L.**
|
|
23.6
|
Consent
of Deloitte, L.L.P. (for Abbey)**
|
|
23.7
|
Consent
of Deloitte, L.L.P. (for Alliance & Leicester)**
|
|
23.8
|
Consent
of Ernst & Young
|
|
24
|
Power
of Attorney*
|
|
99.1.1
|
Form
of Letter to Clients with respect to existing Series 1 preferred
securities**
|
|
99.1.2
|
Form
of Letter to Clients with respect to existing Series 4 preferred
securities**
|
|
99.1.3
|
Form
of Letter to Clients with respect to existing Series 5 preferred
securities**
|
|
99.1.4
|
Form
of Letter to Clients with respect to existing Series 6 preferred
securities**
|
|
99.1.5
|
Form
of Letter to Clients with respect to existing Sovereign depositary
shares**
|
|
99.1.6
|
Form
of Letter to Clients with respect to existing Abbey National Capital Trust
I trust preferred securities**
|
|
99.2
|
Form
of Letter to Reorganization Departments**
|
|
99.3.1
|
Form
of Customer Instructions Letter with respect to existing Series 1
preferred securities**
|
|
99.3.2
|
Form
of Customer Instructions Letter with respect to existing Series 4
preferred securities**
|
|
99.3.3
|
Form
of Customer Instructions Letter with respect to existing Series 5
preferred securities**
|
|
99.3.4
|
Form
of Customer Instructions Letter with respect to existing Series 6
preferred securities**
|
|
99.3.5
|
Form
of Customer Instructions Letter with respect to existing Sovereign
depositary shares**
|
|
99.3.6
|
Form
of Customer Instructions Letter with respect to existing Abbey National
Capital Trust I trust preferred
securities**
|
|
*
|
Filed
as an exhibit to the Registration Statement on Form F-4 (File Nos.
333-160492 and 333-160492-01) filed on July 9, 2009 and incorporated by
reference herein.
|
|
**
|
Filed
as an exhibit to Amendment No. 1 to the Registration Statement on Form F-4
(File Nos. 333-160492 and 333-160492-01) filed on August 21, 2009 and
incorporated by reference herein.
|
|
(1)
|
Filed
as Exhibit 1.1 to the Issuer’s Registration Statement on Form 20-F (File
No. 001-12518) filed on June 30, 2009 and incorporated by reference
herein.
|
|
(2)
|
Filed
as Exhibit 1.2 to the Issuer’s Registration Statement on Form 20-F (File
No. 001-12518) filed on June 30, 2009 and incorporated by reference
herein.
|
|
(3)
|
Filed
as Exhibit 3.3 to Amendment No. 2 to the Issuer’s Registration Statement
on Form F-4 (file No. 333-144421-01) filed on October 9, 2007 and
incorporated by reference herein.
|
|
(4)
|
Filed
as Exhibit 3.4 to Amendment No. 2 to the Issuer’s Registration Statement
on Form F-4 (File No. 333-144421-01) filed on October 9, 2007 and
incorporated by reference herein.
|
|
(5)
|
Filed
as Exhibit 3.7 to Amendment No. 1 to the Issuer’s Registration Statement
on Form F-4 (File No. 333-144421-01) filed on October 5, 2007 and
incorporated by reference herein.
|
|
(6)
|
Filed
as Exhibit 3.8 to Amendment No. 1 to the Issuer’s Registration Statement
on Form F-4 (File No. 333-144421-01) filed on October 5, 2007 and
incorporated by reference herein.
|
|
(7)
|
Filed
as Exhibit 3.9 to Amendment No. 1 to the Issuer’s Registration Statement
on Form F-4 (File No. 333-144421-01) filed on October 5, 2007 and
incorporated by reference herein.
|
|
(8)
|
Filed
as Exhibit 3.10 to Amendment No. 1 to the Issuer’s Registration Statement
on Form F-4 (File No. 333-144421-01) filed on October 5, 2007 and
incorporated by reference herein.
|
|
(9)
|
Filed
as Exhibit 3.11 to Amendment No. 1 to the Issuer’s Registration Statement
on Form F-4 (File No. 333-144421-01) filed on October 5, 2007 and
incorporated by reference herein.
|
|
(10)
|
Filed
as Exhibit 3.12 to Amendment No. 1 to the Issuer’s Registration Statement
on Form F-4 (File No. 333-144421-01) filed on October 5, 2007 and
incorporated by reference herein.
|
|
(11)
|
Filed
as Exhibit 4.2 to the Issuer’s Registration Statement on Form F−4 (File
No. 333−119132) filed on September 20, 2004 and incorporated by reference
herein.
|
|
(12)
|
Filed
as Exhibit 10 to the Issuer’s Registration Statement on Form F−4 (File No.
333−144421−01) filed on July 9, 2007 and incorporated by reference
herein.
|
|
(13)
|
Filed
as Exhibit 10 to the Issuer’s Registration Statement on Form F-4 (File No.
333-146881-01) filed on October 23, 2007 and incorporated by reference
herein.
|
|
(14)
|
Filed
as Exhibit 10 to the Issuer’s Registration Statement on Form F-4 (File No.
333-146732-01) filed on October 16, 2007 and incorporated by reference
herein.
|
|
(15)
|
Filed
as Exhibit 4.1 to Sovereign’s Current Report on Form 8-K (File No.
001-16581) filed on May 1, 2006 and incorporated by reference
herein.
|
|
(16)
|
Filed
as Exhibit 4.2 to Sovereign’s Current Report on Form 8-K (File No.
001-16581) filed on May 1, 2006 and incorporated by reference
herein.
|
|
(17)
|
Filed
as Exhibit 4.3 to Sovereign’s Current Report on Form 8-K (File No.
001-16581) filed on May 1, 2006 and incorporated by reference
herein.
|
|
(18)
|
Filed
as Exhibit 4.28 to Abbey’s Registration Statement on Form F-3 (File No.
333-11320) filed on February 4, 2000 and incorporated by reference
herein.
|
|
(19)
|
Filed
as Exhibit 4.27 to Abbey’s Registration Statement on Form F-3 (File No.
333-11320) filed on February 4, 2000 and incorporated by reference
herein.
|
|
(20)
|
Filed
as Exhibit 4.21 to Abbey’s Registration Statement on Form F-3 (File No.
333-11320) filed on February 4, 2000 and incorporated by reference
herein.
|
|
(21)
|
Filed
as Exhibit 4.23 to Abbey’s Registration Statement on Form F-3 (File No.
333-11320) filed on February 4, 2000 and incorporated by reference
herein.
|
|
(22)
|
Filed
as Exhibit 8.1 to the Issuer’s Registration Statement on Form 20-F (File
No. 001-12518) filed on June 30, 2009 and incorporated by reference
herein.
|
|
BANCO
SANTANDER, S.A.
|
|||
|
By:
|
/s/
José Antonio Soler Ramos
|
||
|
Name:
|
José
Antonio Soler Ramos
|
||
|
Title:
|
Deputy
Manager
|
||
|
Signature
|
Title
|
Date
|
|
*
|
||
|
Emilio
Botín-Sanz de Sautuola
|
Chairman
of the Board of Directors and of the Executive Committee
|
|
|
Fernando
de Asúa
|
First
Vice Chairman of the Board of Directors
|
|
|
*
|
||
|
Alfredo
Sáenz
|
Second
Vice Chairman of the Board of Directors and Chief Executive
Officer
|
|
|
Matías
Rodríguez Inciarte
|
Third
Vice Chairman of the Board of Directors
|
|
|
*
|
||
|
Manuel
Soto
|
Fourth
Vice Chairman of the Board of Directors
|
|
Signature
|
Title
|
Date
|
|
|
||
|
Assicurazioni
Generali, S.p.A
|
Director
|
|
|
*
|
||
|
Antonio
Basagoiti
|
Director
|
|
|
*
|
||
|
Ana
P. Botín-Sanz de Sautuola
|
Director
|
|
|
Javier
Botín-Sanz de Sautuola
|
Director
|
|
|
Lord
Burns
|
Director
|
|
|
*
|
||
|
Guillermo
de la Dehesa
|
Director
|
|
|
Rodrigo
Echenique
|
Director
|
|
|
Antonio
Escámez
|
Director
|
|
|
*
|
||
|
Francisco
Luzón
|
Director
|
|
|
Abel
Matutes
|
Director
|
|
|
*
|
||
|
Juan
R. Inciarte
|
Director
|
|
|
Luis
Ángel Rojo
|
Director
|
|
|
*
|
||
|
Luis
Alberto Salazar-Simpson
|
Director
|
|
|
*
|
||
|
Isabel
Tocino
|
Director
|
|
|
*
|
||
|
José
Antonio Álvarez
|
Chief
Financial Officer
|
|
|
*
|
||
|
José
Tejón
|
Executive
Vice President, Financial
Accounting and Control |
|
BANCO
SANTANDER, S.A.,
New
York branch
|
|||
|
By:
|
/s/ José
Castelló
|
||
|
Name:
|
José
Castelló
|
||
|
Title:
|
Authorized
Signatory
|
||
|
By:
|
/s/
Francisco de Lera
|
||
|
Name:
|
Francisco
de Lera
|
||
|
Title:
|
Authorized
Signatory
|
||
|
Santander
Finance Preferred, S.A. Unipersonal
|
|||
|
By:
|
/s/
José Antonio Soler Ramos
|
||
|
Name:
|
José
Antonio Soler Ramos
|
||
|
Title:
|
Chairman
of the Board of Directors
|
||
|
Signature
|
Title
|
Date
|
|
*
|
||
|
Jose
Antonio Soler Ramos
|
Chairman
of the Board of Directors
|
|
|
*
|
||
|
Antonio
Torío Martín
|
Director
|
|
|
*
|
||
|
Javier
Antón San Pablo
|
Director
|
|
|
*
|
||
|
Pablo
Roig García Bernalt
|
Director
|
|
*
By:
|
/s/
Natalia Butragueño Rodriguez-Borlado
|
||
|
Name:
|
Natalia
Butragueño Rodriguez-Borlado
|
||
|
Title:
|
Attorney-in-fact
|
||
|
Exhibit
No.
|
Documents
|
|
|
3.1
|
Bylaws
(Estatutos) of Banco Santander, S.A. as amended (1)
|
|
|
3.2
|
Bylaws
of Banco Santander, S.A., as amended (English translation)
(2)
|
|
|
3.3
|
Articles
of Association of Santander Finance Preferred, S.A. Unipersonal
(3)
|
|
|
3.4
|
Articles
of Association of Santander Finance Preferred, S.A. Unipersonal (English
translation) (4)
|
|
|
3.5
|
Amendment
to the Articles of Association (Estatutos) of Santander Finance Preferred
S.A. Unipersonal (5)
|
|
|
3.6
|
Amendment
to the Articles of Association (Estatutos) of Santander Finance Preferred
S.A. Unipersonal (English translation) (6)
|
|
|
3.7
|
Amendment
to the Articles of Association (Estatutos) of Santander Finance Preferred
S.A. Unipersonal (7)
|
|
|
3.8
|
Amendment
of the Articles of Association (Estatutos) of Santander Finance Preferred
S.A. Unipersonal (English translation) (8)
|
|
|
3.9
|
Amendment
to the Articles of Association (Estatutos) of Santander Finance Preferred
S.A. Unipersonal (9)
|
|
|
3.10
|
Amendment
to the Articles of Association (Estatutos) of Santander Finance Preferred
S.A. Unipersonal (English translation) (10)
|
|
|
4.1
|
Form
of Global Fixed Exchange Preferred Security**
|
|
|
4.2
|
Form
of Global Fixed-to-Floating Exchange Preferred
Security**
|
|
|
4.3
|
Form
of Payment and Guarantee Agreement with respect to the fixed exchange
preferred securities**
|
|
|
4.4
|
Form
of Payment and Guarantee Agreement with respect to the fixed-to-floating
exchange preferred securities**
|
|
|
5.1
|
Opinion
of Davis Polk & Wardwell LLP with respect to the exchange preferred
securities**
|
|
|
5.2
|
Opinion
of Natalia Butragueño with respect to the exchange preferred
securities**
|
|
|
8.1
|
Tax
Opinion of Davis Polk & Wardwell LLP (included in the section
“Taxation—U.S. Federal Income Tax Considerations” of Amendment No. to this
registration statement) **
|
|
|
8.2
|
Tax
Opinion of Allen & Overy LLP**
|
|
|
10.1
|
Payment
and Guarantee Agreement dated as of March 8, 2004, with respect to
existing Series 1 preferred securities (11)
|
|
|
10.2
|
Payment
and Guarantee Agreement between Banco Santander, S.A. (formerly named
Banco Santander Central Hispano, S.A.) and Santander Finance Preferred,
S.A. Unipersonal dated November 21, 2006, with respect to existing Series
4 preferred securities (12)
|
|
10.3
|
Payment
and Guarantee Agreement between Banco Santander, S.A. (formerly named
Banco Santander Central Hispano, S.A.) and Santander Finance Preferred,
S.A. Unipersonal dated January 31, 2007, with respect to existing Series 5
preferred securities (13)
|
|
10.4
|
Payment
and Guarantee Agreement between Banco Santander, S.A. (formerly named
Banco Santander Central Hispano, S.A.) and Santander Finance Preferred,
S.A. Unipersonal dated March 5, 2007, with respect to existing Series 6
preferred securities (14)
|
|
10.5
|
Statement
with Respect to Shares of Sovereign Bancorp, Inc. with respect to Series C
Non-Cumulative Perpetual Preferred Stock, filed with the Secretary of
State of the Commonwealth of Pennsylvania on May 1, 2006
(15)
|
|
10.6
|
Form
of Certificate representing the Series C Non-Cumulative Perpetual
Preferred Stock of Sovereign Bancorp, Inc. (16)
|
|
10.7
|
Deposit
Agreement, dated as of May 1, 2006 between Sovereign Bancorp, Inc., Mellon
Investor Services LLC and the holders from time to time of the depositary
receipts described therein (17)
|
|
10.8
|
Form
of Depositary Receipt (included as part of Exhibit 10.7
above)
|
|
10.9
|
Abbey
Partnership Preferred Securities Subordinated Guarantee Agreement
(18)
|
|
10.11
|
Abbey
Trust Securities Subordinated Guarantee Agreement (19)
|
|
10.12
|
Abbey
Certificate of Trust (20)
|
|
10.13
|
Abbey
Amended and Restated Declaration of Trust (21)
|
|
12.1
|
Banco
Santander’s calculation of ratio of earnings to combined fixed
charges**
|
|
12.2
|
Abbey
National’s calculation of earnings to combined fixed
charges**
|
|
12.3
|
Sovereign’s
calculation of earnings to combined fixed charges**
|
|
21
|
List
of subsidiaries of Banco Santander, S.A. (22)
|
|
23.1
|
Consent
of Davis Polk & Wardwell LLP (contained in their opinion filed as
Exhibit 5.1)
|
|
23.2
|
Consent
of Natalia Butragueño (contained in her opinion filed as Exhibit
5.2)
|
|
23.3
|
Consent
of Davis Polk & Wardwell LLP with regard to tax
opinion*
|
|
23.4
|
Consent
of Allen & Overy LLP (contained in their opinion filed as Exhibit
8.2)
|
|
23.5
|
Consent
of Deloitte, S.L. **
|
|
23.6
|
Consent
of Deloitte, L.L.P. (for Abbey) **
|
|
23.7
|
Consent
of Deloitte, L.L.P. (for Alliance & Leicester) **
|
|
23.8
|
Consent
of Ernst & Young
|
|
24
|
Power
of Attorney*
|
|
99.1.1
|
Form
of Letter to Clients with respect to existing Series 1 preferred
securities**
|
|
99.1.2
|
Form
of Letter to Clients with respect to existing Series 4 preferred
securities**
|
|
99.1.3
|
Form
of Letter to Clients with respect to existing Series 5 preferred
securities**
|
|
99.1.4
|
Form
of Letter to Clients with respect to existing Series 6 preferred
securities**
|
|
99.1.5
|
Form
of Letter to Clients with respect to existing Sovereign depositary
shares**
|
|
99.1.6
|
Form
of Letter to Clients with respect to existing Abbey National Capital Trust
I trust preferred securities**
|
|
99.2
|
Form
of Letter to Reorganization Departments**
|
|
99.3.1
|
Form
of Customer Instructions Letter with respect to existing Series 1
preferred securities**
|
|
99.3.2
|
Form
of Customer Instructions Letter with respect to existing Series 4
preferred securities**
|
|
99.3.3
|
Form
of Customer Instructions Letter with respect to existing Series 5
preferred securities**
|
|
99.3.4
|
Form
of Customer Instructions Letter with respect to existing Series 6
preferred securities**
|
|
99.3.5
|
Form
of Customer Instructions Letter with respect to existing Sovereign
depositary shares**
|
|
99.3.6
|
Form
of Customer Instructions Letter with respect to existing Abbey National
Capital Trust I trust preferred
securities**
|
|
*
|
Filed
as an exhibit to the Registration Statement on Form F-4 (File Nos.
333-160492 and 333-160492-01) filed on July 9, 2009 and incorporated by
reference herein.
|
|
**
|
Filed
as an exhibit to Amendment No. 1 to the Registration Statement on Form F-4
(File Nos. 333-160492 and 333-160492-01) filed on August 21, 2009 and
incorporated by reference herein.
|
|
(1)
|
Filed
as Exhibit 1.1 to the Issuer’s Registration Statement on Form 20-F (File
No. 001-12518) filed on June 30, 2009 and incorporated by reference
herein.
|
|
(2)
|
Filed
as Exhibit 1.2 to the Issuer’s Registration Statement on Form 20-F (File
No. 001-12518) filed on June 30, 2009 and incorporated by reference
herein.
|
|
(3)
|
Filed
as Exhibit 3.3 to Amendment No. 2 to the Issuer’s Registration Statement
on Form F-4 (file No. 333-144421-01) filed on October 9, 2007 and
incorporated by reference herein.
|
|
(4)
|
Filed
as Exhibit 3.4 to Amendment No. 2 to the Issuer’s Registration Statement
on Form F-4 (File No. 333-144421-01) filed on October 9, 2007 and
incorporated by reference herein.
|
|
(5)
|
Filed
as Exhibit 3.7 to Amendment No. 1 to the Issuer’s Registration Statement
on Form F-4 (File No. 333-144421-01) filed on October 5, 2007 and
incorporated by reference herein.
|
|
(6)
|
Filed
as Exhibit 3.8 to Amendment No. 1 to the Issuer’s Registration Statement
on Form F-4 (File No. 333-144421-01) filed on October 5, 2007 and
incorporated by reference herein.
|
|
(7)
|
Filed
as Exhibit 3.9 to Amendment No. 1 to the Issuer’s Registration Statement
on Form F-4 (File No. 333-144421-01) filed on October 5, 2007 and
incorporated by reference herein.
|
|
(8)
|
Filed
as Exhibit 3.10 to Amendment No. 1 to the Issuer’s Registration Statement
on Form F-4 (File No. 333-144421-01) filed on October 5, 2007 and
incorporated by reference herein.
|
|
(9)
|
Filed
as Exhibit 3.11 to Amendment No. 1 to the Issuer’s Registration Statement
on Form F-4 (File No. 333-144421-01) filed on October 5, 2007 and
incorporated by reference herein.
|
|
(10)
|
Filed
as Exhibit 3.12 to Amendment No. 1 to the Issuer’s Registration Statement
on Form F-4 (File No. 333-144421-01) filed on October 5, 2007 and
incorporated by reference herein.
|
|
(11)
|
Filed
as Exhibit 4.2 to the Issuer’s Registration Statement on Form F−4 (File
No. 333−119132) filed on September 20, 2004 and incorporated by reference
herein.
|
|
(12)
|
Filed
as Exhibit 10 to the Issuer’s Registration Statement on Form F−4 (File No.
333−144421−01) filed on July 9, 2007 and incorporated by reference
herein.
|
|
(13)
|
Filed
as Exhibit 10 to the Issuer’s Registration Statement on Form F-4 (File No.
333-146881-01) filed on October 23, 2007 and incorporated by reference
herein.
|
|
(14)
|
Filed
as Exhibit 10 to the Issuer’s Registration Statement on Form F-4 (File No.
333-146732-01) filed on October 16, 2007 and incorporated by reference
herein.
|
|
(15)
|
Filed
as Exhibit 4.1 to Sovereign’s Current Report on Form 8-K (File No.
001-16581) filed on May 1, 2006 and incorporated by reference
herein.
|
|
(16)
|
Filed
as Exhibit 4.2 to Sovereign’s Current Report on Form 8-K (File No.
001-16581) filed on May 1, 2006 and incorporated by reference
herein.
|
|
(17)
|
Filed
as Exhibit 4.3 to Sovereign’s Current Report on Form 8-K (File No.
001-16581) filed on May 1, 2006 and incorporated by reference
herein.
|
|
(18)
|
Filed
as Exhibit 4.28 to Abbey’s Registration Statement on Form F-3 (File No.
333-11320) filed on February 4, 2000 and incorporated by reference
herein.
|
|
(19)
|
Filed
as Exhibit 4.27 to Abbey’s Registration Statement on Form F-3 (File No.
333-11320) filed on February 4, 2000 and incorporated by reference
herein.
|
|
(20)
|
Filed
as Exhibit 4.21 to Abbey’s Registration Statement on Form F-3 (File No.
333-11320) filed on February 4, 2000 and incorporated by reference
herein.
|
|
(21)
|
Filed
as Exhibit 4.23 to Abbey’s Registration Statement on Form F-3 (File No.
333-11320) filed on February 4, 2000 and incorporated by reference
herein.
|
|
(22)
|
Filed
as Exhibit 8.1 to the Issuer’s Registration Statement on Form 20-F (File
No. 001-12518) filed on June 30, 2009 and incorporated by reference
herein.
|
| This ‘F-4 POS’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / Effective on: | 8/25/09 | 424B2, 425, 6-K, SC TO-I | ||
| 8/21/09 | F-4/A | |||
| 7/9/09 | 6-K, F-4 | |||
| 6/30/09 | 20-F, 6-K | |||
| 10/23/07 | 6-K, F-4 | |||
| 10/16/07 | F-4 | |||
| 10/9/07 | 425, F-4/A | |||
| 10/5/07 | 6-K, F-4/A | |||
| 7/9/07 | F-4, F-N | |||
| 3/5/07 | ||||
| 1/31/07 | 6-K | |||
| 11/21/06 | 6-K | |||
| 5/1/06 | 6-K | |||
| 9/20/04 | 6-K, F-4 | |||
| 3/8/04 | ||||
| 2/4/00 | ||||
| List all Filings | ||||