Christine Seib
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The chief executive of Alliance & Leicester will receive a bonus of up to £750,000 if he remains with the company after it is taken over by Santander, according to documents released to shareholders today.
Meanwhile, the bank’s 7,500 workers will each get more than £900 worth of shares in Santander, the Spanish bank that is buying A&L for £1.3 billion, when the deal is completed.
A&L yesterday sent almost 300 pages of information on the takeover to its 564,000 shareholders. Investors have until an extraordinary general meeting on September 16 to decide whether to approve the acquisition.
Under the terms of the offer announced in July, shareholders will receive one share in Santander in return for every three A&L shares.
If the takeover is approved, A&L will disappear from the London Stock Exchange on October 10, and will exist in the UK as a subsidiary of Santander, the world’s seventh-largest bank.
The documentation revealed that the Spanish bank will offer A&L’s top four executives, including chief executive David Bennett and Chris Rhodes, finance director, a bonus of between 75 per cent and 125 per cent of their salaries to stay with the company until the end of November next year.
If they are laid off before then, they will receive a pro-rata bonus based on the number of months they served. Mr Bennett, who has been in his job for just over 12 months, will be paid a base salary of £600,000 this year. He also has A&L shares valued at more than £182,000 by Santander’s 299p per share offer.
On completion of the deal, the bank’s staff will be given 100 Santander shares each. At today’s share price, such a stake was worth almost £914. A&L workers were also given some comfort in the announcement, in which the Spanish bank reiterated that it would do its best to avoid compulsory redundancy. It has previously said that it will save £180 million a year by the end of 2011 through the combining the two banks’ back office functions.
The acquisition is being arranged under a scheme of arrangement - a legal agreement that requires 75 per cent of all voting shareholders to vote in favour of the deal. Shareholders who want to vote by post must register their decision by September 14, but others can vote at the EGM in Birmingham on September 16. The deal will be complete by October 10.
Santander’s shares are traded on the London Stock Exchange and dividends to UK shareholders will be paid in sterling, but owning and selling the shares will mean that investors must also comply with Spanish tax rules, including filling out extra paperwork.
Roy Brown, acting A&L chairman, strongly encouraged shareholders to vote for the deal, to ensure that all of the legal requirements for the scheme of arrangement to go through are met. Santander is already one of Britain’s most popular stocks with retail shareholders, having collected 1.2 million mom-and-pop investors when it bought Abbey four years ago, and over the past year has outperformed the main UK high street banks other than HSBC.
A&L yesterday received a boost after raising £400 million from the sale of bonds backed by prime mortgages, only the second such sale in more than a year. An A&L spokesman said: “It reflects well on the quality of our underlying mortgage assets.”
Investors have previously shied away from residential mortgage-backed assets after being burned by US sub-prime investments. But A&L has no self-certified loans on its books and just 2 per cent are buy-to-let mortgages, which were not included in the bonds.
Royal Bank of Scotland and Goldman Sachs organised the bond sale, which included two triple-A rated tranches, one denominated in dollars and one in euros.
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