INFORMATION MEMORANDUM DATED 9 JULY 2009 ...
INFORMATION MEMORANDUM DATED 9 JULY 2009 ...
INFORMATION MEMORANDUM DATED 9 JULY 2009 ...
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IMPORTANT NOTICE<br />
This Information Memorandum (together with any supplementary information memorandum and any<br />
documents incorporated by reference, the "Information Memorandum") contains summary<br />
information provided by Santander Consumer Finance, S.A. (the "Issuer") in connection with a<br />
euro-commercial paper programme (the "Programme") under which the Issuer may issue and have<br />
outstanding at any time euro-commercial paper notes (the "Notes") up to a maximum aggregate<br />
amount of €8,000,000,000 or its equivalent in alternative currencies. Under the Programme, the Issuer<br />
may issue Notes outside the United States pursuant to Regulation S ("Regulation S") of the United<br />
States Securities Act of 1933, as amended (the "Securities Act"). The Issuer has, pursuant to a dealer<br />
agreement dated 9 July <strong>2009</strong> (the "Dealer Agreement"), appointed Morgan Stanley & Co.<br />
International plc as arranger for the Programme (the "Arranger"), appointed Abbey National Treasury<br />
Services PLC, Banc of America Securities Limited, CALYON, Citibank International plc,<br />
Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank International), Credit Suisse<br />
Securities (Europe) Limited, Danske Bank A/S, Deutsche Bank AG, London Branch, Goldman Sachs<br />
International, ING Bank N.V., Morgan Stanley & Co. International plc, Skandinaviska Enskilda<br />
Banken AB (publ), Société Générale, The Royal Bank of Scotland plc and UBS Limited as dealers for<br />
the Notes (together with the Arranger, the "Dealers") and authorised and requested the Dealers to<br />
circulate the Information Memorandum in connection with the Programme on their behalf to<br />
purchasers or potential purchasers of the Notes.<br />
The Issuer accepts responsibility for the information contained in this Information Memorandum. To<br />
the best of the knowledge of the Issuer (who has taken all reasonable care to ensure that such is the<br />
case), the information contained in this Information Memorandum is in accordance with the facts and<br />
does not omit anything likely to affect the import of such information.<br />
Notice of the aggregate nominal amount of Notes, the issue price of Notes and any other terms and<br />
conditions not contained herein which are applicable to each issue of Notes will be set out in final<br />
terms (each the "Final Terms") which will be attached to the relevant form of Note (see "Forms of<br />
Notes"). Each Final Terms will be supplemental to and must be read in conjunction with the full terms<br />
and conditions of the Notes, which are set out in the form of Note (as appropriate). The relevant Final<br />
Terms are also a summary of the terms and conditions of the Notes for the purposes of listing. Copies<br />
of each Final Terms containing details of each particular issue of Notes will be available from the<br />
specified office set out below of the Issuing and Paying Agent (as defined below).<br />
The Issuer has confirmed to the Dealers that the information contained or incorporated by reference in<br />
the Information Memorandum is true, accurate and complete in all material respects and is not<br />
misleading and there are no other facts in relation thereto the omission of which would in the context<br />
of the Programme or the issue of the relevant Notes make any statement in the Information<br />
Memorandum misleading in any material respect, and all reasonable enquiries have been made to<br />
verify the foregoing and the opinions and intentions expressed therein are honestly held and, in<br />
relation to each issue of Notes agreed as contemplated in the Dealer Agreement to be issued and<br />
subscribed, the Information Memorandum together with the relevant Final Terms contains all the<br />
information which is material in the context of the issue of such Notes.<br />
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